Result of AGM

RC365 Holding PLC

10 September 2026

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

RC365 Holding plc

("RC365", the "Group" or the "Company")

Results of AGM

RC365 Holding plc (LSE: RCGH), an established payment solutions and fintech company, announces that at the Company's annual general meeting ("AGM"), held earlier today, all resolutions were duly passed.

Copies of the resolutions passed at the AGM will shortly be available for inspection at the National Storage Mechanism document viewing facility at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The proxy votes received in relation to these resolutions were as follows:

Resolution Number	Resolution	Shares
		For	% of votes	Against	% of votes	Withheld*
ORDINARY RESOLUTIONS:
1	To receive and adopt the audited financial statements for the year ended 31 March 2026 and the Reports of the Directors' and Auditors' thereon.	39,407,282	99.83%	66,717	0.17%	79,476
2	To approve the Remuneration Committee Report, as set out on pages 35 and 39 of the Annual Report.	39,119,294	99.23%	303,137	0.77%	93,694
3	To reappoint Johnson Financial Management Limited as auditors of the Company and to authorise the directors to determine their remuneration.	39,204,479	99.28%	284,782	0.72%	26,864
4	To authorise the directors to determine the remuneration of the auditors.	39,148,408	99.31%	273,375	0.69%	94,342
5	To reappoint Chi Kit Law as a Director of the Company.	39,216,419	99.31%	271,760	0.69%	27,946
6	To reappoint Iain Andrew Muir as a Director of the Company.	39,220,404	99.32%	267,775	0.68%	27,946
7	To reappoint Ajay Kumar Rajpal as a Director of the Company.	38,865,724	98.58%	558,102	1.42%	92,299
8	That in accordance with section 551 of the Companies Act 2006 (the Act"), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company: (a) up to an aggregate nominal amount of £703,337.77, being approximately one-third of the current issued share capital of the Company (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (b) below in excess of such sum); and (b) comprising equity securities (as defined in Section 560(1) of the Act) up to an aggregate nominal amount of £1,406,675.53 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) above) in connection with an offer by way of a rights issue: 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and 2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange. This authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next Annual General Meeting of the Company or 15 months after passing this resolution, whichever is the earlier, save that the Company may, before such expiry, make any offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.	38,714,751	98.02%	780,906	1.98%	20,468
SPECIAL RESOLUTIONS:
9	That, subject to the passing of Resolution 8 above, the Directors be empowered pursuant to section 570(1) of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority of the Directors under Section 551 of the Act conferred by Resolution 8(a) above and/or by way of a sale of treasury shares (by virtue of Section 573 of the Act) as if Section 561(1) of the Act did not apply to such allotment, provided that the power conferred by this Resolution shall be limited to: (a) the allotment of equity securities in connection with any offer by way of rights or an open offer of relevant equity securities in connection with any offer by way of rights or an open offer of relevant equity securities where the equity securities respectively attributed to the interests of all holders of relevant equity securities are proportionate (as nearly as may be) to the respective numbers of relevant equity securities held by them but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with equity securities which represent fractional entitlements or on account of either legal or practical problems arising in connection with the laws or requirements of any regulatory or other authority in any jurisdiction; and (b) otherwise than pursuant to paragraph (a) above, up to an aggregate nominal amount of £703,337.77 being approximately one-third of the current issued share capital of the Company. The authority granted by this Resolution will expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Company's next Annual General Meeting after the passing of this Resolution or, if earlier, on a date 15 months after passing this Resolution, save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.	38,672,830	97.92%	822,827	2.08%	20,468
10	That, subject to the passing of Resolution 8 above, the Directors be empowered pursuant to Section 571 of the Act and in addition to any authority granted under Resolution 9 above, to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 8(a) above as if Section 561 of the Act did not apply to such allotment, provided that this power shall be limited to the allotment of equity securities as follows: (a) up to an aggregate nominal amount of £703,337.77 being approximately one-third of the current issued share capital of the Company; and (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which Directors determine to be an acquisition or other capital investment and which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. The authority granted by this Resolution will expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Company's next Annual General Meeting after the passing of this Resolution or, if earlier, on a date 15 months after passing this Resolution, save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.	38,673,294	97.92%	822,848	2.08%	19,983

*A vote withheld is not a vote in law and is not counted in the calculation of the votes cast 'For' or 'Against' a resolution.

-Ends-

Enquires:

RC365 Holding plc
Chi Kit LAW, Chief Executive Officer	T: [phone] E: [e-mail]
Bowsprit Partners Limited (Financial Adviser & Corporate Broker)	T: [phone]

About RC365 Holding plc

RC365 Holding plc (LSE: RCGH) is an established payment solutions and fintech company. It operates primarily in East and Southeast Asia through its core subsidiaries of Regal Crown Technology and the recently acquired HC Capital. For over 10 years, the Company has delivered efficient and secure payment gateway solutions and IT support and development services for payment and financial systems, including ERP solutions. In 2021, it commenced providing digital remittance and payment services, which expanded to include foreign exchange and asset linked credit card solutions. These services are provided to multinational merchants, SMEs and individuals. RC365 intends to expand into the virtual banking market and geographically, including in the UK and wider Europe.

For more information, visit: https://www.rc365plc.com

 

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