Result of AGM

RNS Number : 0341B
Baltic Classifieds Group PLC
28 September 2022
 

28 September 2022

Baltic Classifieds Group PLC

 

(the "Company")

 

Results of Annual General Meeting

 

Baltic Classifieds Group PLC, (LSE: BCG), a leading online classifieds group in the Baltics, announces the results of the Company's Annual General Meeting ("AGM") held on 28 September 2022.

Resolution

Votes FOR (a)

Votes AGAINST

Total cast votes

% of shares on register on record date

Votes withheld (b)

No.

%

No.

%

1.

Receive the reports of the directors and auditor and the audited financial statements

294,067,116

98.79

3,608,126

1.21

297,675,242

59.49

0

2.

Approve the directors' Remuneration Report

295,996,665

99.44

1,678,577

0.56

297,675,242

59.49

0

3.

Approve the directors' remuneration policy

289,702,212

97.77

6,618,726

2.23

296,320,938

59.22

1,354,304

4.

Declare final dividend

296,302,003

99.54

1,373,239

0.46

297,675,242

59.49

0

5.

Elect Trevor Mather as a director

281,699,912

94.63

15,975,330

5.37

297,675,242

59.49

0

6.

Elect Justinas Šimkus as a director

289,020,972

97.09

8,654,270

2.91

297,675,242

59.49

0

7.

Elect Lina Mačienė as a director

285,751,815

95.99

11,923,427

4.01

297,675,242

59.49

0

8.

Elect Simonas Orkinas as a director

289,020,972

97.09

8,654,270

2.91

297,675,242

59.49

0

9.

Elect Ed Williams as a director (c)

295,860,312

99.39

1,814,930

0.61

297,675,242

59.49

0

10.

Elect Tom Hall as a director

271,860,791

91.33

25,814,451

8.67

297,675,242

59.49

0

11.

Elect Kristel Volver as a director (c)

292,252,186

98.18

5,423,056

1.82

297,675,242

59.49

0

12.

Elect Jurgita Kirvaitienė as a director (c)

297,382,782

99.90

292,460

0.10

297,675,242

59.49

0

13.

Appoint KPMG LLP as auditor

285,003,113

95.74

12,672,129

4.26

297,675,242

59.49

0

14.

Authorise the audit committee for and on behalf of the Board to determine the remuneration of the auditor

295,282,851

99.20

2,392,391

0.80

297,675,242

59.49

0

15.

Authorise the Company to make political donations

293,392,315

98.56

4,282,927

1.44

297,675,242

59.49

0

16.

Authorise the directors to allot shares

297,645,746

99.99

29,496

0.01

297,675,242

59.49

0

17.

Approve the waiver granted by the Panel on Takeovers and Mergers in relation to
share buyback authority (d)

196,824,224

66.12

100,851,018

33.88

297,675,242

59.49

0

18.

Authorise general disapplication of pre-emption rights (e)

297,675,242

100.00

0

0.00

297,675,242

59.49

0

19.

Authorise additional disapplication of pre-emption rights (e)

294,027,116

98.77

3,648,126

1.23

297,675,242

59.49

0

20.

Approve on-market purchases of own shares (e)

294,067,116

98.79

3,608,126

1.21

297,675,242

59.49

0

21.

Approve off-market purchases of own shares (d) (e)

294,067,116

98.79

3,608,126

1.21

297,675,242

59.49

0

22.

Approve 14 days' notice for general meetings (e)

297,364,479

99.90

310,763

0.10

297,675,242

59.49

0

 

(a) The "FOR" proxy vote includes those giving the Chair discretion.

(b) A vote "Withheld" is not a vote in law and is not counted in the calculation of the proxy votes "FOR" or "AGAINST" the resolution.

(c) In accordance with Listing Rule 9.2.2ER, these resolutions were also passed on a poll of Independent Shareholders, therefore none of the members of the Concert Party (as defined in the Notice of Meeting) voted on it.

(d) As required under the City Code on Takeovers and Mergers, this resolution had to be passed by the Independent Shareholders, therefore none of the members of the Concert Party (as defined in the Notice of Meeting) voted on it.

(e) Special resolution requiring a 75% majority.

 

The Board notes that all resolutions were duly passed and would like to thank shareholders for their continued support. The Board also notes the outcome of the shareholder votes against Resolution 17 (the waiver granted by the Panel on Takeovers and Mergers in relation to share buyback authority). The Board understands the concerns of some shareholders around the Takeover Panel waiver, which was reflected in the votes on Resolution 17. However, it continues to believe that prompt return of cash to shareholders is of value to shareholders. The Board intends to engage with our shareholders to understand their views and publish an update within the next 6 months.

 

In accordance with the Financial Conduct Authority's Listing Rule 9.6.2, copies of all the resolutions passed by the Company's shareholders, other than 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 .

 

The total number of shares in issue on 26 September 2022, the deadline for casting votes by proxy in advance of the AGM, was 500,392,405 shares. 59.49 per cent of voting capital, including votes withheld, was instructed in respect of the resolutions put to the AGM. The full text of the resolutions can be found in the Notice of Annual General Meeting 2022, which is available on the Company's website at https://balticclassifieds.com/shareholder-meetings.

 

Enquiries

 

Baltic Classifieds Group PLC

Company Secretary: E-mail: cosec@balticclassifieds.com

 

Baltic Classifieds Group PLC LEI: 213800I1RPHCFSSQS969

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
RAGUWRURURUKUAR
UK 100

Latest directors dealings