Hastings : Result of Annual General Meeting

21 May 2020

Hastings Group Holdings plc (the 'Company')

Result of Annual General Meeting

At the Annual General Meeting of the Company held today, all the resolutions set out in the Notice of Meeting were approved by the shareholders, which were voted by way of a poll. The results of the poll for each resolution were as follows:

Resolution	For	For %	Against	Against %	Withheld
To receive the Annual report and accounts	527,620,824	100.0000	0	0.0000	318,944
To receive and approve the directors' remuneration report	471,781,505	89.3628	56,158,263	10.6372	0
To declare the final dividend	527,939,203	99.9999	565	0.0001	0
To re-elect Gary Hoffman as a director of the Company	RESOLUTION WITHDRAWN
To re-elect Tobias van der Meer as a director of the Company	527,686,572	100.0000	155	0.0000	253,041
To re-elect Herman Bosman as a director of the Company	336,455,051	66.2605	171,320,795	33.7395	20,163,922
To elect Alison Burns as a director of the Company	479,570,302	90.8816	48,116,425	9.1184	253,041
To re-elect Elizabeth Chambers as a director of the Company	479,532,678	90.8839	48,099,215	9.1161	307,875
To re-elect Thomas Colraine as a director of the Company	479,602,178	90.8877	48,084,549	9.1123	253,041
To re-elect Pierre Lèfevre as a director of the Company	527,686,572	100.0000	155	0.0000	253,041
To re-elect Teresa Robson-Capps as a director of the Company	479,584,968	90.8844	48,101,759	9.1156	253,041
To re-elect Selina Sagayam as a director of the Company	527,654,696	99.9939	32,031	0.0061	253,041
To re-elect John Worth as a director of the Company	527,656,270	99.9942	30,457	0.0058	253,041
To re-appoint KPMG LLP as auditor	527,686,504	100.0000	223	0.0000	253,041
To authorise the directors to agree the auditors' remuneration	527,626,750	99.9886	59,990	0.0114	253,028
To authorise the directors to allot shares up to a specified amount	522,952,124	99.0553	4,987,644	0.9447	0
To authorise the directors to allot shares for cash without making a pre-emptive offer to shareholders	527,663,958	99.9478	275,810	0.0522	0
To authorise the directors to allot further shares (in addition to resolution 16) for cash without making a pre-emptive offer to shareholders in limited circumstances	525,549,406	99.5472	2,390,362	0.4528	0
To authorise the directors to make market purchases of shares	527,626,265	99.9520	253,429	0.0480	60,074
To allow general meetings to be called on 14 days' notice	522,950,346	99.0549	4,989,422	0.9451	0

Please note that a 'vote withheld' is not vote in law and is not counted in the calculation of the proportion of the votes for and against a resolution.

In relation to resolution 6, to re-elect Herman Bosman as a Director of the Company, the Board understands that the votes received against his re-election relate to his attendance record at Board meetings during 2019. The Company was contacted by some shareholders and proxy voting agencies prior to the AGM in relation to this resolution.

The Company's 2019 Annual Report and Accounts (page 82) included the statement: 'In relation to the votes cast against Herman, representative of the Company's largest shareholder, Rand Merchant Investment Holdings Limited, the Board understands that this relates to his absence from four Board meetings during 2018. Whilst the Board expects all Directors to be present at all Board meetings, Herman is non-independent and his unavoidable absence on certain occasions did not compromise Board proceedings.' Mr Bosman's inability to attend some meetings in 2019 was due to clashes with meetings of other company boards within the RMH and RMI groups; the Company has been advised that his commitments to those will reduce in 2020. Mr. Bosman endeavours to be present at all meetings, and on occasions when he is unable to attend a full meeting, will join by telephone for important agenda items. He continues to provide valuable insight and challenge and is also an important contributor to Board proceedings on strategic matters.

Hastings Group
[phone]
Tony Leppard, Company Secretary

Instinctif Partners
[phone]
Tim Linacre