Result of AGM

Baltic Classifieds Group PLC

27 September 2023

 

27 September 2023

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 27 September 2023.

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	467,948,977	100.00	0	0.00	467,948,977	94.60	2,792,357
2.	Approve the directors' Remuneration Report	460,504,853	98.00	9,384,713	2.00	469,889,566	94.99	851,768
3.	Declare final dividend	470,741,334	100.00	0	0.00	470,741,334	95.16	0
4.	Re-elect Trevor Mather as a director	443,628,732	94.80	24,320,245	5.20	467,948,977	94.60	2,792,357
5.	Re-elect Justinas Šimkus as a director	467,133,625	99.23	3,607,709	0.77	470,741,334	95.16	0
6.	Re-elect Lina Mačienė as a director	462,164,913	98.18	8,576,421	1.82	470,741,334	95.16	0
7.	Re-elect Simonas Orkinas as a director	462,441,820	98.24	8,299,514	1.76	470,741,334	95.16	0
8.	Re-elect Ed Williams as a director (c)	469,252,628	99.68	1,488,706	0.32	470,741,334	95.16	0
9.	Re-elect Tom Hall as a director	391,807,838	83.23	78,933,496	16.77	470,741,334	95.16	0
10.	Re-elect Kristel Volver as a director (c)	466,476,287	99.09	4,265,047	0.91	470,741,334	95.16	0
11.	Re-elect Jurgita Kirvaitienė as a director (c)	469,268,644	99.69	1,472,690	0.31	470,741,334	95.16	0
12.	Re-appoint KPMG LLP as auditor	467,936,884	99.40	2,804,450	0.60	470,741,334	95.16	0
13.	Authorise the audit committee for and on behalf of the Board to determine the remuneration of the auditor	470,741,334	100.00	0	0.00	470,741,334	95.16	0
14.	Authorise the Company to make political donations	465,710,423	98.94	5,013,111	1.06	470,723,534	95.16	17,800
15.	Authorise the directors to allot shares	467,468,270	99.30	3,273,064	0.70	470,741,334	95.16	0
16.	Approve the waiver granted by the Panel on Takeovers and Mergers in relation to share buyback authority (d)	257,654,665	88.97	31,933,386	11.03	289,588,051	58.54	4,560,906
17.	Authorise general disapplication of pre-emption rights (e)	458,920,510	97.49	11,820,824	2.51	470,741,334	95.16	0
18.	Authorise additional disapplication of pre-emption rights (e)	435,294,619	92.47	35,428,915	7.53	470,723,534	95.16	17,800
19.	Approve on-market purchases of own shares (e)	463,849,304	98.54	6,892,030	1.46	470,741,334	95.16	0
20.	Approve off-market purchases of own shares (d) (e)	291,344,506	99.05	2,804,450	0.95	294,148,956	59.46	1
21.	Approve 14 days' notice for general meetings (e)	470,297,875	99.91	443,459	0.09	470,741,334	95.16	0

Independent shareholder votes:

8.	Re-elect Ed Williams as a director (c)	292,660,250	99.49	1,488,706	0.51	294,148,956	92.47	0
10.	Re-elect Kristel Volver as a director (c)	289,883,909	98.55	4,265,047	1.45	294,148,956	92.47	0
11.	Re-elect Jurgita Kirvaitienė as a director (c)	292,676,266	99.50	1,472,690	0.50	294,148,956	92.47	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 passed on a poll of both, the independent shareholders and all shareholders.

(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.

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 25 September 2023, the deadline for casting votes by proxy in advance of the AGM, was 494,682,534 shares. 95.16% 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 2023, which is available on the Company's website at https://balticclassifieds.com/shareholder-meetings.

Enquiries

Baltic Classifieds Group PLC

Company Secretary: E-mail: [e-mail]

Baltic Classifieds Group PLC LEI: 213800I1RPHCFSSQS969

 

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