Result of AGM

About this update from Close Brothers Group Plc

   Close Brothers Group plc      AGM Results         At the Annual General Meeting (" AGM ") of Close Brothers Group plc (the " Company ") held on 20 November 2025 at 11.00am, all resolutions put to shareholders were duly passed on a poll with the required majorities. The full text of each resolution is contained in the Notice of Annual General Meeting (the " Notice "). Resolutions 1 to 16 were passed as ordinary resolutions. Resolutions 17 to 21 were passed as special resolutions. The following votes were cast in respect of the AGM resolutions:             Total Votes For %       For Total Votes Against % Against Total Votes Cast % of Issued Share Capital Voted Votes Withheld Ordinary Resolutions 1. To receive the Company's 2025 Annual Report and Accounts together with the reports of the Directors and of the auditor. 111,198,538 99.98 21,694 0.02 111,220,232 73.89% 601,927 2. To approve the Directors' Remuneration Report for the financial year ended 31 July 2025. 111,525,916 99.76 270,328 0.24 111,796,244 74.27% 25,915 3. To elect Fiona McCarthy as a Director of the Company. 108,073,276 96.66 3,733,696 3.34 111,806,972 74.28% 15,187 4. To re-elect Mike Biggs as a Director of the Company. 105,792,006 94.63 5,999,933 5.37 111,791,939 74.27% 30,220 5. To re-elect Mike Morgan as a Director of the Company. 108,119,425 96.70 3,686,951 3.30 111,806,376 74.28% 15,783 6. To re-elect Tracey Graham as a Director of the Company. 103,132,277 92.24 8,675,587 7.76 111,807,864 74.28% 14,295 7. To re-elect Kari Hale as a Director of the Company. 103,236,201 92.34 8,568,655 7.66 111,804,856 74.28% 17,303 8. To re-elect Patricia Halliday as a Director of the Company. 103,950,269 92.97 7,854,818 7.03 111,805,087 74.28% 17,072 9. To re-elect Tesula Mohindra as a Director of the Company. 103,906,039 92.94 7,898,425 7.06 111,804,464 74.28% 17,695 10. To re-elect Mark Pain as a Director of the Company. 103,243,452 92.34 8,561,904 7.66 111,805,356 74.28% 16,803 11. To re-elect Sally Williams as a Director of the Company. 108,130,406 96.71 3,674,681 3.29 111,805,087 74.28% 17,072 12. To reappoint PricewaterhouseCoopers LLP as auditor of the Company. 111,748,181 99.95 56,436 0.05 111,804,617 74.28% 17,542 13. To authorise the Audit Committee (on behalf of the Board) to determine the remuneration of the auditor. 111,763,752 99.96 45,340 0.04 111,809,092 74.28% 13,067 14. That the Company and all companies that are its subsidiaries, be authorised to make political donations not exceeding 100,000 GBP (see Notice). 111,612,663 99.82 200,614 0.18 111,813,277 74.28% 8,882 15. To authorise the Board to allot shares in the Company and to grant rights to subscribe for or convert any security into shares (see Notice). 95,990,688 85.85 15,823,660 14.15 111,814,348 74.28% 7,811 16. To authorise the Board to allot shares in connection with AT1 Securities (see Notice). 97,953,560 87.61 13,855,370 12.39 111,808,930 74.28% 13,229 Special Resolutions 17. That, subject to the passing of Resolution 15, the Board be given power to allot equity securities for cash as if section 561 of the Act did not apply (see Notice). 93,551,479 83.67 18,255,119 16.33 111,806,598 74.28% 15,561 18. That, subject to Resolutions 15 and 17 passing, the Board be given the power to allot equity securities for cash as if section 561 of the Act did not apply (see Notice). 91,643,825 81.97 20,159,264 18.03 111,803,089 74.28% 19,070 19. That, subject to the passing of Resolution 16, the Board be given authority to disapply pre-emption rights in connection with AT1 Securities (see Notice). 97,920,692 87.58 13,883,649 12.42 111,804,341 74.28% 17,818 20. That the Company be authorised to make one or more market purchases of its ordinary shares of 25p each (see Notice). 111,761,923 99.96 43,478 0.04 111,805,401 74.28% 16,758 21. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice. 106,983,120 95.68 4,829,829 4.32 111,812,949 74.28% 9,210     NOTES:    1.  'Total Votes For' include votes recorded as at the discretion of the Chairman of the meeting. 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.  For the purposes of the AGM, the issued share capital of the Company was 150,523,959 ordinary shares (excluding 1,536,331 Treasury shares). 4.  The full text of the resolutions is detailed in the Notice available on the Company website at www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting .     In accordance with UK Listing Rule 6.4.2 , copies of the Special Resolutions passed at the Annual General Meeting have been submitted to the Financial Conduct Authority and will shortly be available for inspection from the National Storage Mechanism at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism       Enquiries: Tiffany Brill, Deputy Company Secretary 020 3857 6251         About Close Brothers   Close Brothers is a leading UK merchant banking group providing lending, deposit taking and securities trading. We employ approximately 3,000 people, principally in the United Kingdom and Ireland. Close Brothers Group plc is listed on the London Stock Exchange and is a constituent of the FTSE 250.  

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