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RNS Number : 0436Q  Auction Technology Group PLC  22 January 2026

22 January 2026

LEI: 213800U8Q9K2XI3WRE39

Auction Technology Group plc

("the Company")

Results of Annual General Meeting

The Annual General Meeting of the Company was held at the offices of Travers
Smith LLP, 10 Snow Hill, London EC1A 2AL on 22 January 2026.

Resolutions 1 - 14 and 18 - 19 were passed and resolutions 15 - 17 failed to
pass on a poll. The results of each resolution were as follows:

 Resolution                                                                       For (%)  Against (%)  Votes withheld  Total votes cast  Percentage of issued share capital voted (%)
 1.         To receive the reports of the Directors and the Auditor and           99.96%   0.04%        76,353          101,115,498       83.49
 the audited accounts for the financial year ended 30 September 2025
 2.         To approve the Directors' Remuneration Report                         72.24%   27.76%       62,543          101,129,308       83.50
 3.    To re-elect John-Paul Savant as a Director of the Company                  71.87%   28.13%       1,614,868       99,576,983        82.22
 4.         To elect Sarah Highfield as a Director of the Company                 73.77%   26.23%       86,887          101,104,964       83.48
 5.         To re-elect Scott Forbes as a Director of the Company                 71.69%   28.31%       89,036          101,102,815       83.48
 6.   To re-elect Pauline Reader as a Directorof the Company                      72.36%   27.64%       102,474         101,089,377       83.47
 7.   To re-elect Suzanne Baxter as a Directorof the Company                      72.36%   27.64%       104,010         101,087,841       83.47
 8.         To re-elect Tamsin Todd as a Director of the Company                  72.36%   27.64%       102,474         101,089,377       83.47
 9.     To re-elect Andrew Miller as a      Director of the Company               73.78%   26.22%       104,974         101,086,877       83.47
 10.       To elect Sejal Amin as Director of the Company                         73.79%   26.21%       107,359         101,084,492       83.47
 11.     To re-appoint Ernst & Young LLP as Auditor to the Company                99.96%   0.04%        68,262          101,123,589       83.50
 12.  To authorise the Directors to   determine  the remuneration of the          99.96%   0.04%        65,490          101,126,361       83.50
 Auditor
 13.       To authorise the Company to make political donations                   97.80%   2.20%        155,613         101,036,238       83.43
 14.    To authorise the Directors to allot shares or grant subscription or       70.08%   29.92%       81,823          101,110,028       83.49
 conversion rights under section 551 Companies Act 2006
 15.   To disapply statutory pre-emption rights under section 570 of the          67.89%   32.11%       83,545          101,108,306       83.49
 Companies Act 2006 (general)
 16.   To further disapply statutory pre-emption rights under section 570 of      67.60%   32.40%       86,496          101,105,355       83.48
 the Companies Act 2006 (in connection with an acquisition or specified capital
 investment)
 17.    To authorise the Company to make market purchases of its own shares       73.78%   26.22%       61,659          101,130,192       83.50

 18.     To authorise the calling of a general meeting other than an Annual       98.19%   1.81%        60,131          101,131,720       83.51
 General Meeting on not less than 14 clear days' notice
 19.      To cancel the amount standing to the credit of the share premium        99.92%   0.08%        177,423         101,014,428       83.41
 account of the Company

 

Notes:

(i)               Votes 'For' include those votes giving the
Chair discretion.

(ii)              The number of ordinary shares in issue on
20 January 2026 (excluding shares held in treasury) was 121,108,423
Shareholders are entitled to one vote per share.

(iii)             A vote withheld is not a vote in law and is not
counted in the calculation of the proportion of votes validly cast.

Full details of the resolutions are set out in the Notice of Annual General
Meeting dated 10 December 2025 (which is available on the Company's website
at www.auctiontechnologygroup.com/investors
(http://www.auctiontechnologygroup.com/investors) ).

Resolutions 1 to 14 were ordinary resolutions, requiring more than 50 per
cent. of shareholders' votes to be cast in favour of the resolutions.
Resolutions 15 to 19 were special resolutions, requiring at least 75 per cent.
of shareholders' votes to be cast in favour of the resolutions.

The Board acknowledges that more than 20% of the votes cast on Resolutions
2-10 and 14-17 were against and, in addition, the failure of Resolutions 15-17
to pass. The Board is committed to continuing an open and transparent dialogue
with the Company's shareholders to better understand the reasons behind their
voting and these results. In accordance with the UK Corporate Governance Code,
the Company will publish an update within six months and report the outcome of
that engagement in the next annual report.

Capital Reduction

Following the passing of Resolution 19, the Company intends to apply to the
High Court of Justice in England and Wales (the "Court") to approve the
cancellation of the Company's share premium account (the "Capital Reduction").
The expected timetable of principal events with respect to the Capital
Reduction is as follows:

 Principal event                                                                 Date
 Expected date for the directions hearing for the Court to consider the Capital  18 February 2026
 Reduction application
 Expected date for the hearing by Court to confirm the Capital Reduction         3 March 2026
 Expected date that the Capital Reduction becomes effective                      Late March 2026

Notes:

(i)             The dates set out in this timetable are based on the
Company's current expectations and are subject to change. The times and dates
are indicative only and will depend, among other things, on the date upon
which the Court confirms the Capital Reduction. The provisional final hearing
date will be subject to change and dependent on the Court.

(ii)              All times shown are London times unless
otherwise stated.

In accordance with UKLR 6.4.2R, a copy of all the resolutions passed other
than ordinary business at the Annual General Meeting has been 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

For further information contact:

FTI Consulting (Media Enquiries)

Jamie Ricketts, Matt Dixon, Ed Bridges, Edward Knight

+44 20 3727 1999

 ATG

For investor enquiries investorrelations@auctiontechnologygroup.com
For media enquiries press@auctiontechnologygroup.com
Company Secretary cosec@auctiontechnologygroup.com

 

 

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