REG - PensionBee Group plc - Result of AGM

PensionbeeAnnouncement

15/05/2025 16:15

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RNS Number : 8965I  PensionBee Group plc  15 May 2025

PensionBee Group plc

Incorporated in England and Wales

Registration Number: 13172844

LEI: 2138008663P5FHPGZV74

ISIN: GB00BNDRLN84

 

15 May 2025

PensionBee Group plc

Results of 2025 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 15 May 2025.

 

Resolutions 1 to 13 were passed as ordinary resolutions and resolutions 14 to
16 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

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

 

 PensionBee Group plc Annual General Meeting - 15 May 2025 - Poll Result
                                                                                 Votes For               Votes Against                Votes Withheld (Note 3)  Total Votes Cast  Total Votes Cast as a % of Issued Share Capital

                                                                                 (Notes 1, 2)            (Note 2)                                              (Note 4)          (Note 5)
 Resolution                                                                      No. of Shares  %        No. of Shares  %
 1. To receive the Company's Annual Report and Financial Statements 2024.        150,328,590    100.00   3,979          0.00   4,193                           150,332,569       63.45%
 2. To approve the Directors' Remuneration Report.                               148,914,877    99.07    1,395,725      0.93   26,160                          150,310,602       63.45%
 3. To reappoint Romi Savova as an Executive Director.                           149,720,929    99.59    611,301        0.41   4,532                           150,332,230       63.45%
 4. To reappoint Jonathan Lister Parsons as an Executive Director.               150,287,000    99.97    45,381         0.03   4,381                           150,332,381       63.45%
 5. To reappoint Christoph J. Martin as an Executive Director.                   150,284,424    99.97    45,531         0.03   6,807                           150,329,955       63.45%
 6. To reappoint Mark Wood CBE as a Non-Executive Director.                      149,264,161    99.31    1,029,758      0.69   42,843                          150,293,919       63.44%
 7. To reappoint Mary Francis CBE as an Independent Non-Executive Director.      145,920,562    97.09    4,373,358      2.91   42,842                          150,293,920       63.44%
 8. To reappoint Michelle Cracknell CBE as an Independent Non-Executive          149,303,272    99.32    1,028,807      0.68   4,380                           150,332,079       63.45%
 Director.
 9. To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director.    149,264,134    99.31    1,029,784      0.69   42,844                          150,293,918       63.44%
 10. To reappoint Deloitte LLP as the Company's auditor.                         150,284,792    100.00   6,434          0.00   45,536                          150,291,226       63.44%
 11. To authorise the Audit and Risk Committee of the Company to determine the   150,325,804    100.00   6,765          0.00   4,193                           150,332,569       63.45%
 auditor's remuneration on behalf of the Board.
 12. To authorise the Company to make Political Donations.                       150,252,346    99.95    69,472         0.05   14,944                          150,321,818       63.45%
 13. To authorise the Directors to allot shares.                                 143,505,258    95.89    6,147,658      4.11   50,766                          149,652,916       63.17%
 14. To authorise Directors to disapply pre-emption rights.                      143,465,109    95.85    6,211,407      4.15   27,015                          149,676,516       63.18%
 15. To authorise additional authority to disapply statutory pre-emption         143,467,083    95.84    6,223,696      4.16   12,903                          149,690,779       63.18%
 rights.
 16. To authorise the calling of general meetings on 14 days' notice.            138,880,833    92.78    10,810,834     7.22   12,015                          149,691,667       63.18%
 Independent Shareholder Votes Only *
 7. To reappoint Mary Francis CBE as an Independent Non-Executive Director. *    57,891,356     92.98    4,373,358      7.02   42,842                          62,264,714        42.08%
 8. To reappoint Michelle Cracknell CBE as an Independent Non-Executive          61,274,066     98.35    1,028,807      1.65   4,380                           62,302,873        42.11%
 Director. *
 9. To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director. *  61,234,928     98.35    1,029,784      1.65   42,844                          62,264,712        42.08%

 

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 236,914,581
PensionBee Group plc ordinary shares in issue as at 15 May 2025. 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 7 to 9 (inclusive) 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.

 

Enquiries:

 

Press

Steven Kennedy

press@pensionbee.com (mailto:press@pensionbee.com)

020 3557 8444

 

Analysts and Investors

investor@pensionbee.com (mailto:investor@pensionbee.com)

 

About PensionBee

PensionBee is creating a global leader in the consumer retirement market with
£6 billion in assets on behalf of 275,000 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 over 10,000 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 approximately 200
professionals, based in London and New York, has one focus: you, our customer.

 

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

 

 

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