Quilter plc (JSE:QLT) News - Results of General Meeting, Share Consolidation, amendment to Official List, Finalisation announcement

QUILTER PLC
Incorporated under the Companies Act 1985 (UK) with registered number 06404270 and re-
registered as a public limited company under the Companies Act 2006) (UK)
ISIN CODE: GB00BDCXV269
JSE SHARE CODE: QLT
Quilter plc (the "Company")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

12 May 2022


      Results of General Meeting, Share Consolidation, amendment to Official List,
                    Finalisation announcement and Total Voting Rights

Further to the circular published by Quilter plc ("Quilter" or the "Company") on 29 March 2022
(the “Circular”) and made available on Quilter’s website at plc.quilter.com/gm, Quilter
announces that at the General Meeting held today to approve the B Share Scheme and Share
Consolidation, all resolutions proposed and set out in the Notice of General Meeting were
passed by a strong majority. This follows the announcement on 9 March 2022 that Quilter
intends to return £328 million to holders of its ordinary shares (the “Shareholders”) in the form
of a payment of 20 pence per ordinary share for Shareholders on our UK share register. For
Shareholders on our South African share register this equates to a return of 401.33300 South
African cents per ordinary share, using an exchange rate of 20.06665 South African cents to one
pence, the average rate achieved on 7 and 8 March 2022.

Accordingly, the Company announces that the B Shares will be issued, and the Company’s Share
Consolidation will become effective, on Monday 23 May 2022. A further announcement will be
made on Monday 23 May 2022 regarding the issue of the B Shares. The redemption and
cancellation of the B Shares is expected to occur on Tuesday 24 May 2022.

The Share Consolidation will replace every 7 Existing Ordinary Shares of 7 pence each with 6
New Ordinary Shares of 8 1/6 pence each. Applications will be made to the FCA to amend the
Official List, the London Stock Exchange to amend the trading line in respect of the New
Ordinary Shares and the JSE for the secondary inward listing of such New Ordinary Shares on
the Main Board of the JSE. It is expected that the New Ordinary Shares will commence trading
on the London Stock Exchange at 8:00 a.m. (UK time) on Monday 23 May 2022 and on the Main
Board of the JSE at 9:00 a.m. (SA time) on Monday 23 May 2022. The New Ordinary Shares will
have an ISIN of GB00BNHSJN34 and a SEDOL of BNHSJN3.
    
Voting Rights
Prior to the Share Consolidation becoming effective, the Company’s issued share capital is
1,638,123,085 ordinary shares of 7 pence each. For the purposes of the Disclosure Guidelines
and Transparency Rules, the Company’s issued share capital as at 8:00 a.m. (UK time) on
Monday 23 May 2022 (the effective time of the Share Consolidation) will consist of 1,404,105,498
New Ordinary Shares of 8 1/6 pence each and the total number of voting rights in the Company
will be 1,404,105,498. The decrease in the issued share capital and total voting rights results
from the Share Consolidation.

General Meeting poll results
A poll was conducted on each Resolution proposed at the General Meeting. Resolutions 1, 2, 4
and 5 (special resolutions) and Resolution 3 (ordinary resolution) were all passed by the
required majority. The numbers of votes cast for and against each of the Resolutions, and the
number of votes withheld, were as follows:


         Resolution      Votes for        %      Votes       %        Total          % of       Votes
                                                against                              issued     withheld
                                                                                     share
                                                                                     capital



      Special
      resolutions

1     Adoption of
      new articles of 
      association       1,275,279,552  99.99      73,808     0.01   1,275,353,360    75.77%     122,880
2     Issue of B
      Shares            1,275,270,806  99.99      88,158     0.01   1,275,358,964    75.77%     117,276
      Ordinary
      resolution
3     Share
      Consolidation     1,275,282,796  99.99      84,127     0.01   1,275,366,923    75.77%     109,317
      Special
      resolutions
4 Authority to
     purchase own
     shares             1,272,667,721  99.80    2,500,210    0.20   1,275,167,931    75.76%     308,309
5 Authority to
     purchase own
     shares             1,272,906,126  99.82    2,261,318    0.18   1,275,167,444    75.76%     308,796
    
Please note a ‘vote withheld’ is not a vote under English law and is not counted in the calculation
of the votes "For" or "Against" a Resolution.

As at the date of the General Meeting, the number of issued Ordinary Shares of the Company
was 1,638,123,085 shares of 7 pence each, which was the total number of shares entitling the
holders to attend and vote for or against all Resolutions.

In accordance with Listing Rule 9.6.2, a copy of the Resolutions passed at today's General
Meeting will be submitted to the National Storage Mechanism and will shortly be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Timetable and settlement
The expected timetable set out in the Circular and the Company’s announcement on 29 March
2022 remains unchanged. Please refer to the Circular for defined terms, the detailed timetable
and other dates relevant to the B Share Scheme and the Share Consolidation.

Under the expected timetable of events, Shareholders entitled to receive payments in respect
of the proceeds from the B Share Scheme will be sent payments either by way of electronic
payment to any mandated accounts or by cheque or, if Shareholders hold their shares in CREST
or Strate, will have their CREST or Strate accounts credited, as applicable, on or before Monday
6 June 2022. Shareholders on our UK share register will receive their proceeds in pounds sterling
and shareholders on our South African register will receive their proceeds in rand. Further
details of the settlement process are set out in paragraph 11 of Part II of the Circular.

Purchase of own shares
As set out in the Circular, following Shareholder approval of the B Share Scheme and the Share
Consolidation, the Company intends to purchase for cancellation 4 Existing Ordinary Shares
prior to the Share Consolidation to ensure that the number of the Company’s Existing Ordinary
Shares is exactly divisible by the denominator in the Share Consolidation Ratio (which is 7).


Enquiries
Investor Relations:
John-Paul Crutchley               +44 (0)77 4138 5251
Keilah Codd                       +44 (0)77 7664 9681
Media:
Tim Skelton-Smith                 +44 (0)78 2414 5076
Camarco
Geoffrey Pelham-Lane              +44 (0)77 3312 4226
Company Secretary:
Patrick Gonsalves                 +44 (0)7375 97 8887


JSE Sponsor:
J.P. Morgan Equities South Africa (Pty) Ltd

About Quilter plc

Quilter plc is a leading wealth management business in the UK and internationally, helping to
create prosperity for the generations of today and tomorrow. Quilter plc oversees £107.2 billion
in customer investments (as at 31 March 2022).

It has an adviser and customer offering spanning: financial advice, investment platforms, multi-
asset investment solutions, and discretionary fund management.
The business is being reorganised into two segments: Affluent and High Net Worth.

Affluent encompasses the financial planning businesses, Quilter Financial Planning, the Quilter
Investment Platform and Quilter Investors, the Multi-asset investment solutions business.

High Net Worth includes the discretionary fund management business, Quilter Cheviot,
together with Quilter Private Client Advisers.

Disclaimer
This announcement has been issued by and is the sole responsibility of Quilter. The information
contained in this announcement is for background purposes only and does not purport to be full or
complete. The information in this announcement is subject to change.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation
or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose
of, any securities pursuant to this announcement or otherwise.

Shareholders are advised to read carefully the Circular in relation to the B Share Scheme and Share
Consolidation. Any response to the proposals should be made only on the basis of information in the
Circular.

This announcement has been prepared in accordance with and for the purpose of complying with
English law, the EU Regulation No. 596/2014 as onshored into UK law on 31 December 2020 by the
European (Withdrawal) Act 2018 and the Listing Rules and Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority. The information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in accordance with the
laws of jurisdictions outside of England and Wales.

The release, publication or distribution of this announcement in, into or from jurisdictions other than
the United Kingdom may be restricted by law and therefore any persons who are subject to the law
of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any
such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities
law of any such jurisdiction.

Date: 12-05-2022 03:15:00
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