Result of AGM

PensionBee Group plc

14 May 2026

 

PensionBee Group plc

Incorporated in England and Wales

Registration Number: 13172844

LEI: 2138008663P5FHPGZV74

ISIN: GB00BNDRLN84

14 May 2026

PensionBee Group plc

Results of 2026 Annual General Meeting

PensionBee Group plc (the 'Company') announces the results of the voting by a poll on the resolutions put to its Annual General Meeting ('AGM') held at 2.00 p.m. on Thursday 14 May 2026.

Resolution A and Resolutions 1 to 15 were passed as ordinary resolutions and resolutions 16 to 18 were passed as special resolutions.

In accordance with UK Listing Rule 6.4.2R, a copy of the resolutions passed at the AGM, other than resolutions concerning ordinary business, will be submitted to the Financial Conduct Authority's National Storage Mechanism and will shortly be available to view at:

data.fca.org.uk/#/nsm/nationalstoragemechanism.

The total number of votes received on each resolution was as follows:

PensionBee Group plc Annual General Meeting - 14 May 2026 - Poll Result
	Votes For (Notes 1, 2)		Votes Against (Note 2)		Votes Withheld (Note 3)	Total Votes Cast (Note 4)	Total Votes Cast as a % of Issued Share Capital (Note 5)
Resolution	No. of Shares	%	No. of Shares	%
A. To amend Resolution 3 to clarify it relates to the whole Directors' Remuneration Policy.	158,634,360	100.00	0	0.00	93,127	158,634,360	66.47%
1. To receive the Company's Annual Report and Financial Statements 2025.	158,711,756	100.00	731	0.00	15,000	158,712,487	66.50%
2. To approve the Directors' Remuneration Report.	157,570,762	99.30	1,117,268	0.70	39,457	158,688,030	66.49%
3. To approve the Directors' Remuneration Policy.	157,785,560	99.42	921,512	0.58	20,415	158,707,072	66.50%
4. To reappoint Romi Savova as an Executive Director.	157,294,668	99.10	1,423,818	0.90	9,001	158,718,486	66.50%
5. To reappoint Jonathan Lister Parsons as an Executive Director.	158,501,381	99.86	216,355	0.14	9,751	158,717,736	66.50%
6. To reappoint Christoph J. Martin as an Executive Director.	158,502,132	99.86	216,354	0.14	9,001	158,718,486	66.50%
7. To reappoint Mark Wood CBE as a Non-Executive Director.	157,241,237	99.07	1,480,136	0.93	6,114	158,721,373	66.50%
8. To reappoint Mary Francis CBE as an Independent Non-Executive Director.	157,995,406	99.54	725,976	0.46	6,105	158,721,382	66.50%
9. To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director.	158,025,015	99.56	696,367	0.44	6,105	158,721,382	66.50%
10. To appoint Anne Ackerley as an Independent Non-Executive Director.	157,570,937	99.81	296,515	0.19	859,732	157,867,452	66.15%
11. To appoint Susan Holliday as an Independent Non-Executive Director.	157,571,089	99.81	296,666	0.19	859,732	157,867,755	66.15%
12. To reappoint Deloitte LLP as the Company's auditor.	158,718,075	100.00	3,912	0.00	5,651	158,721,987	66.50%
13. To authorise the Audit Committee of the Company to determine the auditor's remuneration on behalf of the Board.	157,930,943	100.00	6,978	0.00	6,388	157,937,921	66.18%
14. To authorise the Company to make Political Donations.	156,995,887	98.91	1,728,845	1.09	2,906	158,724,732	66.51%
15. To authorise the Directors to allot shares.	157,731,430	99.37	992,102	0.63	3,955	158,723,532	66.51%
16. To authorise Directors to disapply pre-emption rights.	157,625,461	99.32	1,082,937	0.68	19,089	158,708,398	66.50%
17. To authorise additional authority to disapply statutory pre-emption rights.	157,571,231	99.27	1,152,167	0.73	4,089	158,723,398	66.51%
18. To authorise the calling of general meetings on 14 days' notice.	158,719,128	100.00	7,461	0.00	898	158,726,589	66.51%
Independent Shareholder Votes Only *
8. To reappoint Mary Francis CBE as an Independent Non-Executive Director. *	69,721,326	98.97	725,976	1.03	6,105	70,447,302	47.11%
9. To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director. *	69,750,935	99.01	696,367	0.99	6,105	70,447,302	47.11%
10.  To appoint Anne Ackerley as an Independent Non-Executive Director. *	69,296,857	99.57	296,515	0.43	859,732	69,593,372	46.54%
11.  To appoint Susan Holliday as an Independent Non-Executive Director. *	69,297,009	99.57	296,666	0.43	859,732	69,593,675	46.54%

Notes:

1. Any proxy appointments which gave discretion to the Chair have been included in Votes For.

2. Votes For and Votes Against are expressed as a percentage of Total Votes Cast, which includes Votes For and Votes Against, but excludes the Votes Withheld. Percentages are rounded to 2 decimal places.

3. A Vote Withheld is not a vote in law and is not counted in the calculation of the Votes For or Votes Against a resolution.

4. Total Votes Cast includes the Votes For and Votes Against, but excludes the Votes Withheld.

5. Total Votes Cast as a % of Issued Share Capital is based on 238,662,231 PensionBee Group plc ordinary shares in issue as at 14 May 2026. Ordinary shareholders are entitled to one vote per share held.

* Under the UK Listing Rules, because Romi Savova is a controlling shareholder of the Company (that is, she exercises or controls more than 30% of the voting rights of the Company), the election of any independent director by shareholders must be approved by a majority vote of both: (1) the shareholders of the Company; and (2) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company). Under the UK Listing Rules, anyone who holds shares in the Company and is deemed to be acting in concert with Romi Savova is also treated as a controlling shareholder for the purposes of these voting requirements. Therefore, the votes of these persons are excluded when calculating the votes of the independent shareholders. Resolutions 8 to 11 were therefore proposed as ordinary resolutions which all shareholders may vote on, but in addition, the Company separately counts the number of votes cast by independent shareholders in favour of the resolutions (as a proportion of the total votes of independent shareholders cast on the resolutions) to determine whether the second threshold referred to in (2) has been met.

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About PensionBee

PensionBee is creating a global leader in the consumer retirement market with approximately £8 billion (over $10 billion) in assets on behalf of approximately 315,000 customers.

Founded in 2014, we aspire to make as many people as possible pension confident so that everyone can enjoy a happy retirement. We help our customers to combine their retirement savings into a new online account, which they can manage from the palm of their hand.

PensionBee accounts are invested by the world's largest investment managers, collectively looking after more than $10 trillion in savings between them. Each PensionBee customer has a personal account manager ('BeeKeeper') to guide them through their savings and retirement journey. PensionBee has an 'Excellent' Trustpilot rating based on 12,900 reviews.

As a public company, we aspire to the highest standards in everything we do because our customers deserve peace of mind. Our team of over 200 professionals, based across the UK and New York, has one focus: you, our customer.

PensionBee is listed on the London Stock Exchange (LON: PBEE; OTCQX:PBNYF).

 

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