At the Company's Annual General Meeting ("AGM") on the 14 May 2025, Resolution 3 (to approve the new Directors' Remuneration Policy) and Resolution 18 (to approve the TP ICAP Group plc Executive Share Plan) were passed with 78.45% and 70.43% votes respectively. These resolutions had been submitted to the AGM following extensive consultation with major shareholders.
As these resolutions received more than 20% of votes against, in accordance with the UK Corporate Governance Code (the "Code") we are now providing an update statement on the actions we have taken since the AGM to understand the views of shareholders who voted against these resolutions. In accordance with the Code, a final update will be included in the 2025 Annual Report.
Prior to the AGM we undertook an extensive and detailed consultation with a high proportion of our top 25 shareholders on our proposed revisions to the Directors' Remuneration Policy. We received substantial support throughout this process and were pleased that not one of the top 25 shareholders with whom we engaged voted against our new Remuneration Policy and the Executive Share Plan ("ESP"). The few large shareholders who voted against the two resolutions had elected not to engage with the Company.
We are aware that one or two shareholders, who did not vote against our resolutions, had expressed concerns over potential dilution in relation to the ESP. On further engagement, we were able to explain that the Company does not intend to make any awards under the ESP, or any of its shareholder-approved plans, where this would take us over the 10% dilution limit over a ten-year rolling period, in line with the Investment Association's guidance.
Further to the AGM in May, we have communicated with any material shareholders that voted against Resolution 3 and 18 to seek their feedback and to understand the rationale behind their voting decisions. Although we received no responses, we have also followed up with one of the largest voting agencies to further understand their views in relation to our Policy proposals.
As the large majority of our shareholders supported our proposals at the 2025 AGM, the Remuneration Committee has proceeded with the implementation of the Directors' Remuneration Policy in 2025, which it considers to be in the best interests of the Company and its shareholders. The Committee will continue to closely monitor shareholder views on the Policy's implementation going forwards.