OneSavings Bank plc : Result of AGM and Board Change

10.May 2018 at 13:46:25 CET

10 May 2018

OneSavings Bank plc

(the 'Company')

Results of Annual General Meeting (AGM) and Board Change

Results of AGM

Results of the proxy voting for the 2018 AGM held on Thursday, 10 May 2018.

All resolutions were passed by the requisite majority on a poll; resolutions 1 to 10 as ordinary resolutions and resolutions 11 to 15 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 204,388,684 99.99 13,487 0.01 204,402,171 83.66 59,104
      2 To approve the Remuneration Report 202,260,789 99.44 1,129,179 0.56 203,389,968 83.25 1,071,307
      3 To approve the Remuneration Policy 164,447,865 83.71 32,004,658 16.29 196,452,523 80.41 8,008,753
      4 To declare a dividend 204,461,276 100.00 0 0.00 204,461,276 83.68 0
      5(a) To elect David Weymouth 203,955,444 99.75 505,832 0.25 204,461,276 83.68 0
      5(b) To re-elect John Graham Allatt 204,221,248 99.88 240,028 0.12 204,461,276 83.68 0
      5(c) To re-elect Eric Anstee 204,236,248 99.89 224,028 0.11 204,460,276 83.68 1,000
      5(d) To re-elect Rodney Duke 203,619,333 99.59 841,943 0.41 204,461,276 83.68 0
      5(e) To re-elect Margaret Hassall 196,857,488 99.45 1,090,732 0.55 197,948,220 81.02 6,513,055
      5(f) To re-elect Mary McNamara 203,394,804 99.48 1,066,472 0.52 204,461,276 83.68 0
      5(g) To re-elect Andrew Golding 204,231,292 99.89 229,984 0.11 204,461,276 83.68 0
      5(h) To re-elect April Talintyre 203,882,962 99.72 578,314 0.28 204,461,276 83.68 0
      6 To re-appoint KPMG LLP as Auditor 197,097,205 99.99 20,209 0.01 197,117,414 80.68 7,343,861
      7 To give authority to the Audit Committee to agree the Auditor's remuneration 204,450,071 100.00 10,205 0.00 204,460,276 83.68 1,000
      8 To give authority to allot shares (general authority) 204,117,672 99.83 343,604 0.17 204,461,276 83.68 0
      9 To give authority to allot shares - Regulatory Capital Convertible Instruments 196,701,543 96.20 7,759,732 3.80 204,461,275 83.68 0
      10 To give authority to make political donations 191,574,294 93.70 12,886,982 6.30 204,461,276 83.68 0
Special Resolutions
      11 To give authority to disapply pre-emption rights 204,187,541 99.87 273,735 0.13 204,461,276 83.68 0
      12 To give authority to disapply pre-emption rights (acquisitions and specified capital investments) 194,498,631 95.13 9,962,644 4.87 204,461,275 83.68 0
      13 To give authority to disapply pre-emption rights - Regulatory Capital Convertible Instruments 196,693,529 96.20 7,767,746 3.80 204,461,275 83.68 0
      14 To give authority to re-purchase shares 197,088,020 96.40 7,364,350 3.60 204,452,370 83.68 8,905
      15 To authorise the convening of a general meeting other than an AGM on not less than 14 clear days' notice 201,815,107 98.71 2,646,169 1.29 204,461,276 83.68 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 244,325,186 ordinary shares.
4. The full text of the resolutions is detailed in the Notice of Meeting to be found on the Company website www.osb.co.uk

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 http://www.hemscott.com/nsm.do 

The Board of Directors notes that resolution 3 relating to the approval of the Remuneration Policy, received a vote of 83.71% in favour. The Remuneration Committee consulted with shareholders on the changes that were being made to the Remuneration Policy and will continue to do so in order to understand the reasons behind today's vote result.

Board Change

Andrew Doman will retire at the conclusion of the Annual General Meeting later today, 10 May 2018.  

Enquiries:

OneSavings Bank plc

Nickesha Graham-Burrell

Head of Company Secretariat

t: 0 1634 835 796

Brunswick Group

Robin Wrench / Simone Selzer t: 020 7404 5959

About OneSavings Bank plc

OneSavings Bank plc 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. OSB is a specialist lending and retail savings group authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority.

OSB primarily targets market sub-sectors that offer high growth potential and attractive risk-adjusted returns in which it can take a leading position and where it has established expertise, platforms and capabilities. These include private rented sector Buy-to-Let, commercial and semi-commercial mortgages, residential development finance, bespoke and specialist residential lending and secured funding lines. OSB originates organically through specialist brokers and independent financial advisers.  It is differentiated through its use of high skilled, bespoke underwriting and efficient operating model.

OSB is predominantly funded by retail savings originated through the long established Kent Reliance name, which includes online and postal channels, as well as a network of branches in the South East of England. Diversification of funding is currently provided by access to a securitisation programme and the Term Funding Scheme.

Other Information

For the purposes of section 430 (2B) of the Companies Act 2006, Andrew Doman will receive his pro-rata entitlement to Non-Executive Director fees for the month of May 2018. No payment for loss of office will be made to him.