REG - Pantheon Infrastrct. - Result of AGM and Directorate Changes

Pantheon InfrastructureAnnouncement

20/06/2025 15:30

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RNS Number : 8336N  Pantheon Infrastructure PLC  20 June 2025

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Pantheon Infrastructure Plc

("PINT" or the "Company")

Legal Entity Identifier: 213800CKJXQX64XMRK69

 

20 June 2025

 

Annual General Meeting ("AGM") Results & Directorate Changes

The Company announces that at its Annual General Meeting held yesterday all
the resolutions set out in the Notice of Annual General Meeting were passed.
All resolutions were voted on by way of a poll.  The results of the poll for
each resolution were as follows:

 

 Resolution                                                                      For               For      Against           Against  Votes Withheld

                                                                                 (No. of shares)   (%)      (No. of shares)   (%)      (No. of shares)   Total Votes Validly Cast   Issued Share Capital voted (%)

 1.  To receive the Annual Report and Financial Statements.                      308,576,407       94.13%   19,259,312        5.87%    205               327,835,719                68.30%
 2.  To approve the Directors' Remuneration Report.                              327,654,742       99.96%   139,766           0.04%    41,416            327,794,508                68.29%
 3.  To elect Mr. Anthony Bickerstaff as a Director                              327,790,251       100.00%  8,026             0.00%    37,647            327,798,277                68.29%
 4.  To re-elect Ms Anne Baldock as a Director                                   324,731,481       99.06%   3,066,797         0.94%    37,645            327,798,278                68.29%
 5.  To re-elect Ms Andrea Finegan as a Director                                 324,711,806       99.06%   3,064,840         0.94%    59,277            327,776,646                68.29%
 6.  To re-elect Mr. Patrick O'Donnell Bourke as a Director                      300,043,534       97.25%   8,485,484         2.75%    19,306,905        308,529,018                64.28%
 7.  To re-appoint Ernst & Young LLP as Auditor.                                 327,776,990       99.98%   58,680            0.02%    254               327,835,670                68.30%
 8.  To authorise the Audit & Risk Committee to determine the remuneration       327,827,119       100.00%  0                 0.00%    8,805             327,827,119                68.30%
 of the Auditor.
 9.  To authorise the Directors to allot Ordinary shares.                        327,715,915       99.96%   119,753           0.04%    256               327,835,668                68.30%
 10.         To dis-apply pre-emption rights.*                                   326,389,157       99.56%   1,432,011         0.44%    14,756            327,821,168                68.30%
 11.         To dis-apply pre-emption rights in connection with an               326,400,452       99.57%   1,422,101         0.43%    13,371            327,822,553                68.30%
 acquisition or capital investment.*
 12.         To authorise the Company to make market purchases of                327,813,022       99.99%   22,697            0.01%    205               327,835,719                68.30%
 Ordinary shares of the Company.*
 13.         To authorise calling general meetings (other than AGM) at           327,326,535       99.85%   507,598           0.15%    1,791             327,834,133                68.30%
 not less than 14 days' notice.*

 *special resolutions

 

 NOTES:

 1.  All resolutions were passed.
 2.  Proxy appointments which gave discretion to the Chairman of the AGM have been
     included in the "For" total for the appropriate resolution.
 3.  Votes "For" and "Against" any resolution are expressed as a percentage of
     votes validly cast for that resolution.
 4.  A "Vote withheld" is not a vote in law and is not counted in the calculation
     of the percentage of shares voted "For" or "Against" any resolution.
 5.  The number of shares in issue on 19 June 2025 was 480,000,000 ordinary shares
     (including 11,375,000 shares in treasury). The number of Ordinary Shares in
     circulation (excluding treasury shares), carrying one vote each, is
     468,625,000.
 6.  The full text of the resolutions passed at the AGM can be found in the Notice
     of Annual General Meeting which is available on the Company's website at
     https://www.pantheoninfrastructure.com/investor-centre/reports-and-publications/#
     (https://www.pantheoninfrastructure.com/investor-centre/reports-and-publications/)
 7.  In accordance with listing rule 6.4.2R, a copy of resolutions 9 -13 passed at
     the AGM will shortly be submitted to the National Storage Mechanism and will
     be available for inspection at
     https://data.fca.org.uk/#/nsm/nationalstoragemechanism
     (https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

 

Directorate Changes

As announced on 10 June 2025, Ms Sapna Shah had joined the PINT Board as a
Non-Executive Director on 19 June 2025. Previously, we also announced that the
Chair and a Non-Executive Director, Mr Vagn Sørensen, would not be seeking
re‑election at the AGM held yesterday and would be retiring from the Board
following the conclusion of the meeting. Vagn has led the Board since its IPO
in 2021, during which the Company has assembled a diversified and high quality
portfolio of infrastructure investments. The Directors would like to extend
their thanks for his invaluable guidance, dedication, and commitment.

With Vagn retiring on 19 June 2025, Mr Patrick O'Donnell Bourke, a
Non-Executive Director and Chairman of the Audit & Risk Committee, has
taken up the role of Chair of the Board and the Chair of the Nomination
Committee. Mr Tony Bickerstaff, a Non-Executive Director, has become Chair of
the Audit & Risk Committee in Patrick's place.

For further information please contact:

MUFG Corporate Governance Limited

Company
Secretary
 

pintcosec@cm.mpms.mufg.com (mailto:pintcosec@cm.mpms.mufg.com)

 

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