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Results of AGM

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LEI: 213800ZBKL9BHSL2K459

27 May 2021

OSB GROUP PLC

(the Company)

Results of Annual General Meeting (AGM)

Results of AGM

Results of the proxy voting for the 2021 AGM held on Thursday, 27 May 2021.

All resolutions were passed by the requisite majority on a poll; resolutions 1 to 11 as ordinary resolutions and resolutions 12 to 16 as special resolutions.

The following proxy votes were cast in respect of the AGM resolutions:

Ordinary Resolutions

Total votes For

%

Total votes Against

%

Total votes cast

% of issued share capital

Votes withheld

1

To receive the Accounts and the Reports

381,541,292

99.99%

37,578

0.01%

381,578,870

85.10

345,831

2

To approve the Remuneration Report

379,171,085

99.28%

2,750,405

0.72%

381,921,490

85.17

3,211

3

To approve the Remuneration Policy

380,816,449

99.98%

65,570

0.02%

380,882,019

84.94

1,025,114

4

To authorise the higher variable
remuneration cap

380,926,353

100.00%

15,797

0.00%

380,942,150

84.95

825,180

5

To declare a dividend

381,924,701

100.00%

0

0.00%

381,924,701

85.17

0

6(a)

To re-elect John Graham Allatt

381,688,873

99.94%

235,463

0.06%

381,924,336

85.17

365

6(b)

To re-elect Elizabeth Noël Harwerth

381,702,933

99.94%

221,490

0.06%

381,924,423

85.17

278

6(c)

To re-elect Sarah Hedger

381,921,396

100.00%

2,940

0.00%

381,924,336

85.17

365

6(d)

To elect Rajan Kapoor

381,921,396

100.00%

3,027

0.00%

381,924,423

85.17

278

6(e)

To re-elect Mary McNamara

381,921,936

100.00%

2,400

0.00%

381,924,336

85.17

365

6(f)

To re-elect David Weymouth

381,488,321

99.89%

436,015

0.11%

381,924,336

85.17

365

6(g)

To re-elect Andrew Golding

381,920,028

100.00%

4,308

0.00%

381,924,336

85.17

365

6(h)

To re-elect April Talintyre

381,468,888

99.88%

455,448

0.12%

381,924,336

85.17

365

7

To re-appoint Deloitte LLP as Auditor

381,828,414

99.97%

95,528

0.03%

381,923,942

85.17

759

8

To give authority to the Group Audit Committee to agree the Auditor’s remuneration

381,831,079

99.98%

92,464

0.02%

381,923,543

85.17

1,158

9

To give authority to make political donations

369,091,583

96.64%

12,832,340

3.36%

381,923,923

85.17

778

10

To give authority to allot shares (general authority)

376,936,453

98.69%

4,984,485

1.31%

381,920,938

85.17

3,763

11

To give authority to allot shares (in relation to Regulatory Capital Convertible Instruments)

381,915,297

100.00%

5,641

0.00%

381,920,938

85.17

3,763

Special Resolutions

12

To give authority to disapply pre-emption rights (general authority)

378,869,756

99.20%

3,051,912

0.80%

381,921,668

85.17

3,033

13

To give authority to disapply pre-emption rights (acquisitions and specified capital investments)

370,426,319

96.99%

11,495,349

3.01%

381,921,668

85.17

3,033

14

To give authority to disapply pre-emption rights (in relation to Regulatory Capital Convertible Instruments)

377,966,363

98.96%

3,955,305

1.04%

381,921,668

85.17

3,033

15

To give authority to purchase own shares

380,635,417

99.75%

949,387

0.25%

381,584,804

85.10

339,897

16

To authorise the convening of a general meeting other than an AGM on not less than 14 clear days’ notice

376,568,306

98.60%

5,356,395

1.40%

381,924,701

85.17

0

NOTES:
1. ‘Total Votes For’ include votes recorded as at the discretion of the appointed proxy.
2. The ‘vote withheld’ option was provided to enable shareholders to refrain from voting on any particular resolution. A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote ‘For’ and ‘Against’ a resolution.
3. At the date of the AGM the issued share capital of the Company was 448,407,395 ordinary shares.
4. The full text of the resolutions is detailed in the Notice of Meeting to be found on the Company website https://www.osb.co.uk/investors/shareholder-services/agm-information/

Copies of the special business resolutions passed at the AGM have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority’s National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Enquiries:

OSB GROUP PLC

Nickesha Graham-Burrell

Group Head of Company Secretariat

t: 01634 835 796

Investor relations

Email: osbrelations@osb.co.uk t: 01634 838 973

Brunswick Group

Robin Wrench/Simone Selzer

t: 020 7404 5959

Notes to Editors

About OSB GROUP PLC

OSB began trading as a bank on 1 February 2011 and was admitted to the main market of the London Stock Exchange in June 2014 (OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October 2019, OSB acquired Charter Court Financial Services Group plc (CCFS) and its subsidiary businesses. On 30 November 2020, OSB GROUP PLC became the listed entity and holding company for the OSB Group. The Group provides specialist lending and retail savings and is authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority. The Group reports under two segments, OneSavings Bank and Charter Court Financial Services.



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