Result of AGM

Bytes Technology Group PLC

09 July 2026

 

9 July 2026

Bytes Technology Group plc

("BTG" or "the Company")

Results of Annual General Meeting

BTG announces that at its Annual General Meeting ("AGM") held today, 9 July 2026, all resolutions set out in the Notice of Annual General Meeting, except Resolutions 13, 15 and 16, were passed by the requisite majority. Further details on the resolutions that did not achieve the required majority are set out below. A poll was taken on the resolutions put to the meeting.

The results of the poll for each resolution, incorporating proxy votes lodged in advance of the meeting, were as follows:

	VOTES FOR	%	VOTES AGAINST	%	TOTAL SHARES VOTED	% OF ISSUED SHARE CAPITAL VOTED	VOTES WITHHELD
ORDINARY RESOLUTIONS
1. Receipt of the 2026 Annual Report and Accounts	213,858,280	100.00%	7,171	0.00%	213,865,451	91.65%	112,906
2. Approval of the Directors' Remuneration Report	213,045,522	99.61%	827,289	0.39%	213,872,811	91.65%	105,546
3. To pay a final dividend	213,867,946	100.00%	6,997	0.00%	213,874,943	91.66%	103,414
4. To re-elect Patrick De Smedt as a Director	209,934,464	98.16%	3,928,934	1.84%	213,863,398	91.65%	114,959
5. To re-elect Sam Mudd as a Director	213,857,529	100.00%	10,638	0.00%	213,868,167	91.65%	110,188
6. To re-elect Andrew Holden as a Director	213,851,005	99.99%	18,396	0.01%	213,869,401	91.65%	108,956
7. To re-elect Erika Schraner as a Director	213,609,482	99.88%	253,569	0.12%	213,863,051	91.65%	115,306
8. To re-elect Shruthi Chindalur as a Director	213,787,368	99.96%	75,683	0.04%	213,863,051	91.65%	115,306
9. To re-elect Ross Paterson as a Director	213,706,535	99.93%	156,516	0.07%	213,863,051	91.65%	115,306
10. To re-elect Anna Vikström Persson as a Director	213,849,569	100.00%	10,067	0.00%	213,859,636	91.65%	118,721
11. Authority to re-appoint Ernst & Young LLP as auditor	213,865,927	100.00%	8,690	0.00%	213,874,617	91.66%	103,740
12. Remuneration of the auditor	213,865,902	100.00%	8,727	0.00%	213,874,629	91.66%	103,728
13. Authority to allot new shares	97,432,127	45.56%	116,442,539	54.44%	213,874,666	91.66%	103,691
14. Authority to make political donations	161,884,292	75.72%	51,900,727	24.28%	213,785,019	91.62%	193,338
SPECIAL RESOLUTIONS
15. Disapplication of pre-emption rights	112,095,107	52.41%	101,778,548	47.59%	213,873,655	91.66%	104,702
16. Disapplication of pre-emption rights for purposes of acquisitions and other capital investment	117,558,989	54.97%	96,315,730	45.03%	213,874,719	91.66%	103,638
17. Authority for the company to purchase its ordinary shares	213,725,067	99.97%	64,719	0.03%	213,789,786	91.62%	188,571
18. Notice period for general meetings other than annual general meetings	210,530,949	98.44%	3,345,082	1.56%	213,876,031	91.66%	102,326

Resolutions 1 to 14 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 15 to 18 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

The Board acknowledges that more than 20% of the votes cast on Resolution 14 were against and, in addition, notes the failure of Resolutions 13, 15 and 16. The Company notes that some of its largest shareholders are not supportive of these authorities as a matter of general policy. The Board is committed to continuing an open and transparent dialogue with the Company's shareholders and will continue to engage with those shareholders who voted against these resolutions to further understand their views and address any specific concerns. An update will be provided within six months of today's AGM, as required by the UK Corporate Governance Code.

Notes:

-    Proxy appointments giving discretion to the Chair of the meeting have been included in the "For" total.

-    A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

-    The Company's total ordinary shares in issue (total voting rights) as at 7 July 2026, being the record date at which a person had to be registered in the Company's register of members in order to vote at the AGM, was 233,346,177 ordinary shares of £0.01 each. Ordinary shareholders are entitled to one vote per ordinary share held.

In compliance with UKLR 6.4.2, a copy of the resolutions passed at the AGM will be submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A copy of this announcement will be available at: https://www.bytesplc.com/investors/shareholder-information/

 Enquiries

WK Groenewald	Tel: [phone]
Group Company Secretary
Bytes Technology Group plc

The Company has a primary listing on the Main Market of the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange.

 

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