Result of AGM

Pod Point Group Holdings PLC

14 June 2023

 

14 June 2023

Pod Point Group Holdings plc

(the "Company" or "Pod Point")

RESULT OF THE 2023 ANNUAL GENERAL MEETING

The Board is pleased to announce that all of the resolutions put to shareholders at the Annual General Meeting held on 13 June 2023 were passed by means of a poll, including the ordinary resolutions (resolutions 1 to 16) and special resolutions (resolutions 17 to 18) as set out in the Company's notice of AGM dated 27 April 2023. The votes cast for resolutions 7 to 12 relating to the re-election and election of the independent Directors were duly passed by both a majority of the votes cast by the independent shareholders as well as by a majority of votes cast by all shareholders. These votes have been calculated separately and are shown in the separate table below.

The final voting figures are shown below.

Resolution	Total Votes Cast	For (*)		Against (*)		Withheld
		Number	%	Number	%
1. Receiving the 2022 Report and Accounts	133,150,075	133,142,529	99.99	7,546	0.01	2,557
2. Approval of the Annual Report on Remuneration	133,143,703	133,115,547	99.98	28,156	0.02	8,929
3. Re-election of Erik Fairbairn as a Director	133,144,664	133,118,482	99.98	26,182	0.02	7,968
4. Re-election of David Wolffe as a Director	133,144,664	133,118,482	99.98	26,182	0.02	7,968
5. Re-election of Philippe Commaret as a Director	133,144,664	133,124,611	99.98	20,053	0.02	7,968
6. Re-election of Rob Guyler as a Director	133,144,664	132,966,073	99.87	178,591	0.13	7,968
7. Re-election of Gareth Davis as a Director	133,144,664	132,781,355	99.73	363,309	0.27	7,968
8. Re-election of Margaret Amos as a Director	133,144,664	132,967,112	99.87	177,552	0.13	7,968
9. Re-election of Norma Dove-Edwin as a Director	133,144,664	132,966,620	99.87	178,044	0.13	7,968
10. Re-election of Karen Myers as a Director	133,144,664	132,967,266	99.87	177,398	0.13	7,968
11. Re-election of Andrew Palmer as a Director	133,144,664	132,966,970	99.87	177,694	0.13	7,968
12. Re-election of Erika Schraner as a Director	133,144,664	132,767,083	99.72	377,581	0.28	7,968
13. Re-appointment of Deloitte LLP as auditor	133,148,998	133,134,493	99.99	14,505	0.01	3,634
14. Authority to set the remuneration of the auditor	133,148,515	133,138,508	99.99	10,007	0.01	4,117
15. Authority to make political donations	133,088,031	133,033,727	99.96	54,304	0.04	64,601
16. Directors' authority to allot shares	133,149,124	130,637,013	98.11	2,512,111	1.89	3,508
Special Resolutions
17. Authority for the Company to purchase its own shares	133,089,826	110,348,961	82.91	22,740,865	17.09	62,806
18. Notice period of 14 clear days for a general meeting	133,150,723	133,109,832	99.97	40,891	0.03	1,909

(*) = Includes discretionary votes

Votes by Independent Shareholders

Resolution	Total Votes Cast	For (*)		Against (*)		Withheld
		Number	%	Number	%
7. Re-election of Gareth Davis as a Director	50,236,982	49,873,673	99.28	363,309	0.72	7,968
8. Re-election of Margaret Amos as a Director	50,236,982	50,059,430	99.65	177,552	0.35	7,968
9. Re-election of Norma Dove-Edwin as a Director	50,236,982	50,058,938	99.65	178,044	0.35	7,968
10. Re-election of Karen Myers as a Director	50,236,982	50,059,584	99.65	177,398	0.35	7,968
11. Re-election of Andrew Palmer as a Director	50,236,982	50,059,288	99.65	177,694	0.35	7,968
12. Re-election of Erika Schraner as a Director	50,236,982	49,859,401	99.25	377,581	0.75	7,968

Whilst the Board is pleased that resolution 17 (to authorise the Company to purchase its own shares), received the requisite level of votes to pass as a special resolution, requiring the support of 75% of those voting, it notes the significant proportion of votes against.  Engagement has taken place with a major shareholder to understand the reasons behind their voting and we will continue to engage with them in relation to this matter.

As at the date of the AGM, the number of issued shares and total voting rights of the Company was 154,125,118 shares in issue. The Company's Articles of Association set out that every member who is present in person or by proxy shall have one vote for every share of which he is the holder on a poll. The scrutineer of the poll was Equiniti Limited.

In accordance with Listing Rule 9.6.2, the Company has submitted a copy of the resolutions dealing with the special business put to shareholders at the AGM today to the National Storage Mechanism, which will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Anita Guernari

Company Secretary

Enquiries

Teneo (Public relations advisor to Pod Point)	[phone] [e-mail]
Mark Burgess, Matt Low, Arthur Rogers

 

END