Cobham : Update on 2019 AGM voting

Cobham plc

Update on 2019 AGM voting

In its 2019 AGM results announcement on 25 April 2019, Cobham plc (Cobhamor the Company) noted that all resolutions were passed, but there was a significant minority vote against resolutions 14 (authority to allot shares) and 16 (additional authority to allot shares without pre-emption rights) (21.36% and 22.34% respectively).

In accordance with Provision 4 of Section 1 of the 2018 UK Corporate Governance Code, the Company explained in its AGM results announcement that it would follow up with major shareholders to understand the reasons behind the vote result, and would publish an update within six months. The Company subsequently engaged with some significant shareholders who had voted against one or both of the resolutions.

In light of the proposed cash acquisition of the entire issued and to be issued ordinary share capital of the Company by AI Convoy Bidco Limited (the Acquisition), which is to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the Scheme), it is not anticipated that the authorities granted at the 2019 AGM will need to be renewed. However, should the authorities expire and require renewal at an AGM in 2020, the Company will take note of the major shareholders' views when deciding whether and to what extent to seek the relevant authorities.

Cobham notes that the Scheme remains subject to the satisfaction (or, where applicable, waiver) of the outstanding conditions to the Scheme and the Acquisition set out in Part Three of Cobham's circular to shareholders relating to the Scheme, and to sanction by the Court.

Enquiries:

Julian Wais, Director of Investor Relations

[phone]

Further Information

This announcement will be available, free of charge and subject to certain restrictions relating to persons in restricted jurisdictions, on Cobham's website at www.cobhaminvestors.com by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of such website are not incorporated into and do not form part of this announcement.