1 November 2023

Carr's Group plc

("Carr's", the "Company", or the "Group")

Statement detailing outcome of shareholder engagement following Directors' Remuneration Report (DRR) vote at a General Meeting on 2 May 2023 

At the recent General Meeting of 2 May 2023 (GM), the resolution to receive and adopt the Directors' Remuneration Report (Resolution 5) was passed by the requisite majority, however, 23.32% of votes were cast against.

The Company has subsequently undertaken an engagement exercise with shareholders to discuss this voting outcome.   We contacted our eight largest shareholders, representing just over 50% of the shares on our shareholder register.  This dialogue was not limited to discussion on the relevant vote, with feedback also being invited on the renewal of our Remuneration Policy in 2024. 

The limited feedback we received focused entirely on the forthcoming Remuneration Policy, with shareholders largely seeking confirmation that the proposed Remuneration Policy fully aligned executive remuneration with the agreed strategy of the Company.  The perspectives of our major shareholders are a valued and welcome input into the Committee's deliberations, and we would like to thank shareholders for engaging with us over this matter.

The Committee will now present the revised Remuneration Policy to all shareholders for approval at the 2024 Annual General Meeting. 

The Company is publishing this statement as required by the UK Corporate Governance Code in response to the votes received against the DRR resolution at the GM of 2 May 2023.

Ian Wood

Chair of the Remuneration Committee

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