Hammerson : Results of the 2019 Annual General Meeting

 
Hammerson plc 
(Incorporated in England and Wales)  
(Company number 360632) 
LSE share code: HMSO     JSE share code: HMN 
ISIN: GB0004065016 
('Hammerson' or 'the Company')  
 
Results of the 2019 Annual General Meeting 
 
At the Annual General Meeting ('AGM') of Hammerson plc (the 'Company') held at Kings Place, 90 York Way, London N1 9GE on Tuesday, 30 
April 2019, all the resolutions were voted upon by poll and were passed by Shareholders. The results of the poll for each resolution are as follows: 
 
 Votes For Votes Against Votes **Votes Withheld 
Cast 
 % of 
% of 
No. of % of Shares No. of Issued No. of 
Resolution Shares 
Shares voted Shares Share Shares 
voted 
Capital 
1  To receive the Directors' Annual Report and Financial   570,933,820 100.00 81 0.00 74.51% 1,329,154 
Statements 
2 To receive and approve the 2018 Directors' Remuneration 379,191,754 70.26 160,514,108 29.74 70.43% 32,557,192 
Report 
3 To declare a final dividend 571,180,992 100.00 22,500 0.00 74.54% 1,059,563 
4 To re-elect David Atkins 569,453,626 99.69 1,749,624 0.31 74.54% 1,059,805 
5 To re-elect Pierre Bouchut 568,470,921 99.52 2,730,479 0.48 74.54% 1,061,655 
6 To re-elect Gwyn Burr 566,072,579 99.10 5,130,671 0.90 74.54% 1,059,805 
7 To re-elect Timon Drakesmith 568,615,339 99.55 2,587,911 0.45 74.54% 1,059,805 
8 To re-elect Andrew Formica 568,685,204 99.56 2,518,046 0.44 74.54% 1,059,805 
9 To re-elect Judy Gibbons 568,239,755 99.48 2,961,645 0.52 74.54% 1,061,655 
10 To re-elect David Tyler 566,657,725 99.20 4,545,525 0.80 74.54% 1,059,805 
11 To elect Carol Welch 571,198,666 100.00 2,734 0.00 74.54% 1,061,655 
12 To re-appoint PricewaterhouseCoopers LLP as auditor 561,388,606 98.28 9,811,724 1.72 74.54% 1,062,724 
13 To authorise the Audit Committee to agree the auditor's 561,192,203 98.26 9,962,267 1.74 74.53% 1,108,585 
remuneration 
14 To authorise the Directors to allot securities pursuant to 398,432,979 69.76 172,731,082 30.24 74.54% 1,098,993 
Section 551 of the Companies Act 2006 
15*  To empower the directors pursuant to Section 570 and 573 544,806,980 95.62 24,946,614 4.38 74.35% 2,509,461 
 
  
Hammerson plc 
of the Companies Act 2006 to allot equity securities as 
(tIhough ncorpo Sec rated tion  in5 Eng 61(1 la ) n od f t h and at Ac Wal t did es)  not  apply to such 
(all Co om tm p e any nt  number 360632) 
LSE share code: HMSO     JSE share code: HMN 
16* To empower the directors pursuant to Section 570 and 573 548,028,365 96.19 21,689,228 3.81 74.35% 2,545,461 
ISIN: GB0004065016 
of the Companies Act 2006 to allot equity securities as 
('Hammerson' or 'the Company')  
though Section 561(1) of that Act did not apply to such 
 
allotment in addition to those conferred by resolution 15 
Results of the 2019 Annual General Meeting 
17* To authorise market purchases by the Company of its shares 558,272,222 97.74 12,879,811 2.26 74.53% 1,111,021 
 
 
At the Annual General Meeting ('AGM') of Hammerson plc (the 'Company') held at Kings Place, 90 York Way, London N1 9GE on Tuesday, 30 
* Special resolution (75% majority required).   
April 2019, all the resolutions were voted upon by poll and were passed by Shareholders. The results of the poll for each resolution are as follows: 
** A vote withheld is not a vote in law and is not counted towards the votes cast 'For' or 'Against' a resolution. 
 
 
 Votes For Votes Against Votes **Votes Withheld 
The Board notes that, although resolution 2 was passed with the necessary majority, 29.7% of votes received were against. The Board 
Cast 
understands the concerns of some investors but notes that the reward structure is in line with the Remuneration Policy and recent previous 
 % of 
practice.  No bonuses were awarded to the continuing Executive Directors for 2018, and the LTIP which vested in 2018 had, when it had been 
% of 
No. of % of Shares No. of Issued No. of 
granted in 2014, been reduced by 50% from the normal policy level. In the coming months the Remuneration Committee will be undertaking its 
Resolution Shares 
Shares voted Shares Share Shares 
regular triennial review of the remuneration structure and quantum, prior to submitting the revised Remuneration Policy to shareholders at the 
voted 
Capital 
AGM in 2020. As part of that review, the views of shareholders and voting agencies will be considered, and further consultation undertaken, to 
1  To receive the Directors' Annual Report and Financial   570,933,820 100.00 81 0.00 74.51% 1,329,154 
ensure that executive reward continues to be aligned with shareholder interests.  
Statements 
 
2 ITo n ad rec de itiv ioe n ,a tnd he  appr Board o v n e o tthe 20 es that, 18  al Ditre ho cu to grs' h  rRe eso m lu un tio e n rat 14 io w n as pass 37 ed 9, 19 wit 1, h75 th4 e  necessar 70 y. 2 m 6aj ori16 ty,0, 30 51 .2 4, % 10 o8 f  votes 29 rece .74i ved w 70 er.e 43% ag ainst. This 32,557,192 
rRe espo olurt ti on is considered routine for listed companies in the UK and is within the Investment Association's Share Capital Management Guidelines. 
The Board is aware however, that certain overseas institutional investors have a policy of not supporting this authority for the Directors to issue 
3 To declare a final dividend 571,180,992 100.00 22,500 0.00 74.54% 1,059,563 
shares. The Board considers the flexibility afforded by this authority to be in the best interests of the Company and shareholders. The Company 
4 To re-elect David Atkins 569,453,626 99.69 1,749,624 0.31 74.54% 1,059,805 
will continue to engage with those shareholders on this matter in future. 
5 To re-elect Pierre Bouchut 568,470,921 99.52 2,730,479 0.48 74.54% 1,061,655 
6 To re-elect Gwyn Burr 566,072,579 99.10 5,130,671 0.90 74.54% 1,059,805 
The issued share capital of the Company as at 6.30pm on 26 April 2019 (the time by which shareholders who wanted to attend, speak and vote 
7 To re-elect Timon Drakesmith 568,615,339 99.55 2,587,911 0.45 74.54% 1,059,805 
at the AGM were entered on the Register) was 766,293,613 ordinary shares. 
8 To re-elect Andrew Formica 568,685,204 99.56 2,518,046 0.44 74.54% 1,059,805 
9 To re-elect Judy Gibbons 568,239,755 99.48 2,961,645 0.52 74.54% 1,061,655 
Copies of the resolutions passed, other than the resolutions constituting ordinary business, at the AGM will shortly be available for inspection at 
10 To re-elect David Tyler 566,657,725 99.20 4,545,525 0.80 74.54% 1,059,805 
the National Storage Mechanism, which is located at www.morningstar.co.uk/uk/nsm. 
11 To elect Carol Welch 571,198,666 100.00 2,734 0.00 74.54% 1,061,655 
12 To re-appoint PricewaterhouseCoopers LLP as auditor 561,388,606 98.28 9,811,724 1.72 74.54% 1,062,724 
A copy of the poll results for the Annual General Meeting is also available on the Hammerson plc website (www.hammerson.com). 
13 To authorise the Audit Committee to agree the auditor's 561,192,203 98.26 9,962,267 1.74 74.53% 1,108,585 
remuneration 
The full text of the resolutions is set out in the Notice of Meeting which is also available at www.hammerson.com. 
14 To authorise the Directors to allot securities pursuant to 398,432,979 69.76 172,731,082 30.24 74.54% 1,098,993 
Section 551 of the Companies Act 2006 
Sarah Booth 
15*  To empower the directors pursuant to Section 570 and 573 544,806,980 95.62 24,946,614 4.38 74.35% 2,509,461 
  
   
Gene Hamm ral er s C oo nun plsc e l and Company Secretary 
of the Companies Act 2006 to allot equity securities as 
(tIhough ncorpo Sec rated tion  in5 Eng 61(1 la ) n od f t h and at Ac Wal t did es)  not  apply to such 
(all Co om tm p e any nt  number 360632) 
30 April 2019 
LSE share code: HMSO     JSE share code: HMN 
16* To empower the directors pursuant to Section 570 and 573 548,028,365 96.19 21,689,228 3.81 74.35% 2,545,461 
ISIN: GB0004065016 
of the Companies Act 2006 to allot equity securities as 
Hammerson has its primary listing on the London Stock Exchange and a secondary inward listing on the Johannesburg Stock Exchange. 
('Hammerson' or 'the Company')  
though Section 561(1) of that Act did not apply to such 
 
 
allotment in addition to those conferred by resolution 15 
Sponsor: 
Results of the 2019 Annual General Meeting 
17* In To ve aut stec horB ise an m k L ark imie te t d p urchases by the Company of its shares 558,272,222 97.74 12,879,811 2.26 74.53% 1,111,021 
 
  
At the Annual General Meeting ('AGM') of Hammerson plc (the 'Company') held at Kings Place, 90 York Way, London N1 9GE on Tuesday, 30 
* Special resolution (75% majority required).   
April 2019, all the resolutions were voted upon by poll and were passed by Shareholders. The results of the poll for each resolution are as follows: 
** A vote withheld is not a vote in law and is not counted towards the votes cast 'For' or 'Against' a resolution. 
 
 
 Votes For Votes Against Votes **Votes Withheld 
The Board notes that, although resolution 2 was passed with the necessary majority, 29.7% of votes received were against. The Board 
Cast 
understands the concerns of some investors but notes that the reward structure is in line with the Remuneration Policy and recent previous 
 % of 
practice.  No bonuses were awarded to the continuing Executive Directors for 2018, and the LTIP which vested in 2018 had, when it had been 
% of 
No. of % of Shares No. of Issued No. of 
granted in 2014, been reduced by 50% from the normal policy level. In the coming months the Remuneration Committee will be undertaking its 
Resolution Shares 
Shares voted Shares Share Shares 
regular triennial review of the remuneration structure and quantum, prior to submitting the revised Remuneration Policy to shareholders at the 
voted 
Capital 
AGM in 2020. As part of that review, the views of shareholders and voting agencies will be considered, and further consultation undertaken, to 
1  To receive the Directors' Annual Report and Financial   570,933,820 100.00 81 0.00 74.51% 1,329,154 
ensure that executive reward continues to be aligned with shareholder interests.  
Statements 
 
2 ITo n ad rec de itiv ioe n ,a tnd he  appr Board o v n e o tthe 20 es that, 18  al Ditre ho cu to grs' h  rRe eso m lu un tio e n rat 14 io w n as pass 37 ed 9, 19 wit 1, h75 th4 e  necessar 70 y. 2 m 6aj ori16 ty,0, 30 51 .2 4, % 10 o8 f  votes 29 rece .74i ved w 70 er.e 43% ag ainst. This 32,557,192 
rRe espo olurt ti on is considered routine for listed companies in the UK and is within the Investment Association's Share Capital Management Guidelines. 
The Board is aware however, that certain overseas institutional investors have a policy of not supporting this authority for the Directors to issue 
3 To declare a final dividend 571,180,992 100.00 22,500 0.00 74.54% 1,059,563 
shares. The Board considers the flexibility afforded by this authority to be in the best interests of the Company and shareholders. The Company 
4 To re-elect David Atkins 569,453,626 99.69 1,749,624 0.31 74.54% 1,059,805 
will continue to engage with those shareholders on this matter in future. 
5 To re-elect Pierre Bouchut 568,470,921 99.52 2,730,479 0.48 74.54% 1,061,655 
6 To re-elect Gwyn Burr 566,072,579 99.10 5,130,671 0.90 74.54% 1,059,805 
The issued share capital of the Company as at 6.30pm on 26 April 2019 (the time by which shareholders who wanted to attend, speak and vote 
7 To re-elect Timon Drakesmith 568,615,339 99.55 2,587,911 0.45 74.54% 1,059,805 
at the AGM were entered on the Register) was 766,293,613 ordinary shares. 
8 To re-elect Andrew Formica 568,685,204 99.56 2,518,046 0.44 74.54% 1,059,805 
9 To re-elect Judy Gibbons 568,239,755 99.48 2,961,645 0.52 74.54% 1,061,655 
Copies of the resolutions passed, other than the resolutions constituting ordinary business, at the AGM will shortly be available for inspection at 
10 To re-elect David Tyler 566,657,725 99.20 4,545,525 0.80 74.54% 1,059,805 
the National Storage Mechanism, which is located at www.morningstar.co.uk/uk/nsm. 
11 To elect Carol Welch 571,198,666 100.00 2,734 0.00 74.54% 1,061,655 
12 To re-appoint PricewaterhouseCoopers LLP as auditor 561,388,606 98.28 9,811,724 1.72 74.54% 1,062,724 
A copy of the poll results for the Annual General Meeting is also available on the Hammerson plc website (www.hammerson.com). 
13 To authorise the Audit Committee to agree the auditor's 561,192,203 98.26 9,962,267 1.74 74.53% 1,108,585 
remuneration 
The full text of the resolutions is set out in the Notice of Meeting which is also available at www.hammerson.com. 
14 To authorise the Directors to allot securities pursuant to 398,432,979 69.76 172,731,082 30.24 74.54% 1,098,993 
Section 551 of the Companies Act 2006 
Sarah Booth 
15*  To empower the directors pursuant to Section 570 and 573 544,806,980 95.62 24,946,614 4.38 74.35% 2,509,461