REG - Empresaria Group PLC - Result of Requisitioned General Meeting

EmpresariaAnnouncement

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RNS Number : 6421D  Empresaria Group PLC  16 October 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 (AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

 

16 October 2025

 

Empresaria Group plc

("Empresaria" or the "Company")

 

Result of Requisitioned General Meeting

Board changes

Change of Nominated Adviser and Joint Broker

 

Result of Requisitioned General Meeting

Empresaria Group plc (AIM: EMR), the international specialist staffing
group, announces that at the requisitioned general meeting held at 2.00 pm on
15 October 2025 (the "Requisitioned General Meeting") all of the resolutions
proposed were duly passed on a poll by the requisite majorities. Details of
the votes cast on each resolution at the General Meeting are set out in the
table below.

 

 Resolution                                                                           For                      Against                  Withheld
           Shares                                                                     % of votes cast  Shares  % of votes cast  Shares  % of votes cast
 1.        Removal of Stephen Gerard Bellamy from office as director of the Company   34,892,625       82.16%  7,553,978        17.79%  22,938           0.05%
 2.        Removal of Ranjit Bernardo Elvino de Sousa from office as director of the  34,892,625       82.16%  7,553,978        17.79%  22,938           0.05%
           Company
 3.        Removal of Ranjit Bernardo Elvino de Sousa from office as director of the  34,892,625       82.16%  7,553,978        17.79%  22,938           0.05%
           Company
 4.        Removal of Penelope Anne Freer from office as director of the Company      34,892,625       82.16%  7,553,978        17.79%  22,938           0.05%
 5.        Appointment of Joost Kreulen as director of the Company                    34,892,625       82.16%  7,553,978        17.79%  22,938           0.05%
 6.        Appointment of Vinod Tailor as director of the Company                     34,892,625       82.16%  7,553,978        17.79%  22,938           0.05%
 7.        Appointment of Arun Shankardass as director of the Company                 34,892,625       82.16%  7,553,978        17.79%  22,938           0.05%
 8.        Appointment of Eckhard Kohn as director of the Company                     34,892,625       82.16%  7,553,978        17.79%  22,938           0.05%
 9.        Removal from office as director of the Company of any other director not   34,892,625       82.16%  7,553,978        17.79%  22,938           0.05%
           mentioned in Resolutions 1 to 4 above

 

Notes:

 

A vote 'withheld' is not a vote in law and is not counted in the calculation
of the proportion of the votes 'for' and 'against' a resolution. Every
shareholder has one vote for every ordinary share held.

 

At the close of business on 13 October 2025 (the time at which shareholders
who wanted to attend, speak and vote at the meeting were required to have
their details entered into the registrar of members), the issued share capital
of the Company consisted of 49,853,001 ordinary shares. The Company held no
ordinary shares in treasury. Therefore, the total number of voting rights in
the Company as at 13 October 2025 was 49,853,001. Votes cast as a percentage
of the issued share capital was approximately 85.14%.

 

 

Board changes

Following the passing of the resolutions proposed at the Requisitioned General
Meeting, Stephen Bellamy, Ranjit de Sousa, Rhona Driggs and Penelope Freer
have ceased to act as directors of the Company and Joost Kreulen, Vinod
Tailor, Arun Shankardass and Eckhard Köhn have been appointed as
non-executive director of Empresaria (the "New Directors"), with Joost Kreulen
acting as Chair.

 

Rhona Driggs' employment as Chief Executive Officer of the Company has been
terminated with immediate effect.

 

Tim Anderson, the Company's Chief Financial Officer, remains a director of the
Company.

 

Change of Nominated Adviser and Joint Broker

Empresaria announced on 17 September 2025 that Singer Capital Markets Advisory
LLP, the Company's Nominated Adviser, had informed the Company that, in a
situation where one or more of the resolutions proposed at the Requisitioned
General Meeting were approved by the Company's shareholders, it would resign
immediately as the Company's Nominated Adviser. As a result, Singer Capital
Markets Advisory LLP ceased to act as the Company's Nominated Adviser and
joint broker with effect from the passing of the first resolution at the
Requisitioned General Meeting.

 

The board of directors of Empresaria is pleased to announce that Allenby
Capital Limited ("Allenby Capital") has been appointed as the Company's
Nominated Adviser and joint broker to the Company, with immediate effect.

 

 

 

Disclosures required under the AIM Rules for Companies in respect of the New
Directors

Joost Kreulen

 

Mr. Kreulen has over 30 years management expertise in the international
specialist staffing & recruitment industry. He has held roles at Staff
Planning Nederlands B.V., Select Appointments Nederland B.V., and Vedior Groep
Nederland Specialisten B.V. Mr. Kreulen previously held a number of senior
roles at Empresaria and was Chief Executive Officer of the Company between
2012 to 2018.

 

Joost Kreulen, aged 67, is, or has during the last five years, been a director
or partner of the following companies and partnerships:

 

 Current:           Past:
 Common Grounds BV  None

 

Vinod Tailor

 

Mr. Tailor holds over 40 years' experience in the financial services industry
and has held senior positions at Elara Capital Plc, Merrill Lynch
International and Citibank. Mr. Tailor also received an MBE for his services
to the community in Bedfordshire during the COVID-19 pandemic.

 

Vinod Bhagwandas Tailor, aged 68, is, or has during the last five years, been
a director or partner of the following companies and partnerships:

 

 Current:                    Past:
 DSS International Ltd       Strawberry Star Foundation Community Interest Company

 Peace Child International

 JYVI Consultant Ltd

 The Temenos Academy

 Vesta Value Fund

 Vulcan Advisors

 

Arun Shankardass

 

Mr. Shankardass is a qualified chartered accountant and an experienced
corporate treasurer. He has held a number of finance functions across Yves
saint. Laurent, IC Gas and Aviva Plc. Mr. Shankardass also held corporate
treasury functions at Lex Services Group. Mr. Shankardass currently serves as
an independent adviser to a London-based Fintech firm.

 

Arun Kumar Baldev Raj Shankardass, aged 79, is, or has during the last five
years, been a director or partner of the following companies and partnerships:

 

 Current:  Past:
 None      Urban Infrastructure Real Estate Fund

 

Mr. Shankardass was a director of Firsteuropa Services Ltd between 18 December
2006 to 20 June 2007. On 14 May 2008 liquidators were appointed pursuant to a
creditors voluntary winding up in relation to Firsteuropa Services Ltd.
Firsteuropa Services Ltd was subsequently dissolved on 6 March 2011.

 

Eckhard Köhn

 

Mr. Köhn commenced his career in 1994 at CapGemini Group as a management
consultant and went on to hold strategy and M&A roles at DaimlerChrysler
AG and Jobline.De GmbH & Co. Mr. Köhn was formerly Chief Executive
Officer of Newtron AG, Managing Director of EKV Euroservice Group and Chief
Executive Officer of Jobvalley.com.

 

Eckhard Köhn (Koehn), aged 56, is, or has during the last five years, been a
director or partner of the following companies and partnerships:

 

 Current:    Past:
 Vigeo Gmbh  Studitemps Gmbh

 

 

Joost Kreulen holds the beneficial interest in 100 ordinary shares of 5 pence
each in the capital of the Company ("Ordinary Shares"). With the exception of
Joost Kreulen, the New Directors do not hold any Ordinary Shares.

 

The person responsible for releasing this announcement on behalf of the
Company is Tim Anderson, Chief Financial Officer of the Company.

 

- Ends -

 

Enquiries:

 Empresaria Group plc                                          via Alma PR
 Tim Anderson, Chief Financial Officer

 Allenby Capital Limited (Nominated Adviser and Joint Broker)  020 3328 5656
 Nick Naylor / Jeremy Porter / Vivek Bhardwaj

 Canaccord Genuity (Financial Adviser and Joint Broker)        020 7523 8300

 Chris Robinson / Ben Spencer / Bobbie Hilliam / Harry Rees

 Alma Strategic Communications (Financial PR)                  020 3405 0205
 Sam Modlin / Rebecca Sanders-Hewett / Will Merison
empresaria@almastrategic.com

 

 

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