Court and General Meetings Results - Seite 2

OSB General Meeting

All three of the resolutions as set out in the notice of the General Meeting included in the Scheme Document were passed by the requisite majority of shareholders by way of poll. These resolutions comprised special resolutions to approve and implement the Scheme (including, without limitation, the amendment of OSB’s articles of association to facilitate the implementation of the Scheme and the authorising of the directors of OSB to take all required actions in connection with the Scheme) and to approve certain other changes to OSB’s articles of association.  

The table below sets out the results of the poll at the OSB General Meeting. Each OSB Shareholder was entitled to one vote per Old OSB Share held at the Voting Record Time.

Special Resolutions		Total votes FOR	% of votes FOR	Total votes AGAINST	% of votes AGAINST	Total votes cast	% of issued share capital	Votes withheld
1	To approve the Scheme and matters in connection with the Scheme	353,721,482	99.997%	10,562	0.003%	353,732,044	79.26%	9,942
2	To approve amendments to the Articles of Association in relation to the Scheme	353,720,482	99.997%	10,562	0.003%	353,731,044	79.26%	10,942
3	To approve certain general amendments to the Articles of Association	353,236,891	99.860%	494,178	0.140%	353,731,069	79.26%	10,917

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. As at 2 November 2020, the issued share capital of the Company was 446,267,460 ordinary shares.
4. The full text of the resolutions are detailed in the Notice of General Meeting contained in the Scheme Document, which is available on the Company’s website: www.osb.co.uk/investors/.