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Diploma PLC held its Annual General Meeting on 14 January 2026, where all resolutions were passed except for resolution 17. Resolution 17, concerning the further disapplication of pre-emption rights, failed to achieve the required 75% majority, receiving 72.62% of votes in favour and 27.38% against. The Board acknowledged the 23.74% vote against resolution 16 and committed to providing an update within six months of the AGM.
| Date | 14 Jan 2026 |
| Time | 15:53:40 |
| Category | AGMs and other meetings |
| ID | 9331O |
10-11 CHARTERHOUSE SQUARE,
LONDON EC1M 6EE
TELEPHONE: +44 (0)20 7549 5700
FOR IMMEDIATE RELEASE
14 JANUARY 2026
RESULT OF ANNUAL GENERAL MEETING ("AGM")
Diploma PLC (the "Company") held its AGM today and announces that all resolutions, except resolution 17, were duly passed with the requisite majority.
Resolution 17 (disapplication of pre-emption rights for acquisitions or specified capital investments) did not achieve the 75% majority required to pass. The resolution was proposed in accordance with the best practice guidance in the Pre-Emption Group's 2022 Statement of Principles and is consistent with its template resolution.
The Board acknowledges the significant vote against resolution 16 (general disapplication of pre-emption rights). The Board is committed to maintaining an open dialogue with the Company's shareholders and will continue to engage with those shareholders who voted against resolutions 16 and 17 to understand their views. An update will be provided within six months of today's AGM in accordance with the UK Corporate Governance Code.
The results of the AGM have now been published on the Company's website at https://www.diplomaplc.com/investors/shareholder-centre/.
The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below (rounded to 2 decimal places).
Summary of Votes Cast
|
Resolution |
Description |
For |
% |
Against |
% |
Withheld |
|
|
|
|
|
|
|
|
|
1 |
REPORT AND ACCOUNTS |
104,165,261 |
99.99% |
3,329 |
0.01% |
198,908 |
|
2 |
FINAL DIVIDEND OF 44.1p |
104,365,515 |
100.00% |
240 |
0.00% |
1,743 |
|
3 |
RE-ELECT D LOWDEN |
95,946,436 |
91.93% |
8,417,593 |
8.07% |
3,469 |
|
4 |
RE-ELECT J THOMSON |
104,365,065 |
100.00% |
389 |
0.00% |
2,044 |
|
5 |
ELECT W NG |
103,878,825 |
99.53% |
486,629 |
0.47% |
2,044 |
|
6 |
RE-ELECT J WARD |
101,406,022 |
97.16% |
2,958,782 |
2.84% |
2,694 |
|
7 |
RE-ELECT G HUSE |
104,359,779 |
99.99% |
4,250 |
0.01% |
3,469 |
|
8 |
RE-ELECT D FINCH |
104,005,810 |
99.66% |
358,219 |
0.34% |
3,469 |
|
9 |
RE-ELECT J STIPP |
103,868,925 |
99.52% |
495,879 |
0.48% |
2,694 |
|
10 |
RE-ELECT K BICKERSTAFFE |
103,352,470 |
99.03% |
1,012,334 |
0.97% |
2,694 |
|
11 |
ELECT I EL-MOKADEM |
104,363,037 |
99.99% |
1,767 |
0.01% |
2,694 |
|
12 |
RE-APPOINT AUDITOR |
104,181,911 |
99.95% |
50,225 |
0.05% |
135,362 |
|
13 |
REMUNERATION OF AUDITORS |
104,359,083 |
99.99% |
3,670 |
0.01% |
4,745 |
|
14 |
REMUNERATION REPORT |
97,487,081 |
94.58% |
5,588,078 |
5.42% |
1,292,339 |
|
15 |
AUTHORITY TO ALLOT SHARES |
98,069,179 |
93.97% |
6,293,182 |
6.03% |
5,137 |
|
16 (SR) |
DISAPPLICATION OF PRE-EMPTION RIGHTS |
79,590,867 |
76.26% |
24,771,461 |
23.74% |
5,170 |
|
17 (SR) |
FURTHER DISAPPLICATION OF PRE-EMPTION RIGHTS
|
75,785,540 |
72.62% |
28,576,244 |
27.38% |
5,714 |
|
18 (SR) |
AUTHORITY TO MAKE MARKET PURCHASES OF ORDINARY SHARES |
103,780,096 |
99.64% |
369,936 |
0.36% |
217,466 |
|
19 (SR) |
CALL GENERAL MEETINGS |
99,324,910 |
95.17% |
5,039,387 |
4.83% |
3,201 |
Notes:
1. A total of 104,365,515 votes were validly cast.
2. The Company's Issued Share Capital ("ISC") is 134,317,398 ordinary shares of 5p each and the proportion of the ISC represented by those votes validly cast is 77.70%.
3. A vote withheld is not a vote in law and is not counted.
4. In accordance with Listing Rule 6.4.1, a copy of the resolutions, other than those concerning ordinary business will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information, please contact:
|
Diploma PLC - |
+44 (0)20 7549 5700 |
|
Anna Lawrence, Group General Counsel & Company Secretary |
|
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|
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LEI:2138008OGI7VYG8FGR19