Business
Result of AGM
Diploma PLC announced that at its Annual General Meeting, all resolutions passed except for resolution 17, which sought a further disapplication of pre-emption rights for acquisitions or specified capital investments and failed to achieve the required 75% majority with 72.62% voting for and 27.38% against. Resolution 16, a general disapplication of pre-emption rights, also saw a significant vote against it, with 76.26% for and 23.74% against. The Board acknowledged these votes and committed to engaging with shareholders to understand their concerns, with an update to be provided within six months. The final dividend of 44.1p was approved with 100% of votes in favour. Disclaimer*
About this update from Diploma Plc
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 LEI:2138008OGI7VYG8FGR19