RNS announcement

Topps Tiles Plc

Result of AGM - Update

Further to its announcement of 20 January 2021 concerning resolution 10 (Directors' Authority to Allot Shares), an ordinary resolution which was passed but with less than 80% of the votes; and resolutions 11 (Disapplication of Pre-emption Rights - General), 12 (Disapplication of Pre-emption Rights - Specific) and 13 (Authority to Make Market Purchases of Shares), which were special resolutions requiring a 75% majority and which did not receive sufficient support to be passed, Topps Tiles Plc (the "Company"), the UK's leading tile specialist, announces that:

§ Since the AGM, in accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board has consulted and engaged with relevant shareholders to understand and discuss their concerns with respect to these resolutions.

§ These resolutions are considered routine practice for UK listed companies and are within the Investment Association's Share Capital Management Guidelines. The Board is aware, however, that some overseas investors have a policy of not supporting these kinds of authorities, owing to concerns regarding potential dilution of their shareholdings.

§ The views of all shareholders are important to the Company, and the Board will continue to engage with relevant shareholders on this topic. However, the Board highlights that the Company has no recent history of issuing new shares other than to satisfy employee share plans, and the Board still considers the flexibility afforded by these authorities to be in the best interests of the Company and shareholders.

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