REG - PensionBee Group plc - Results of 2023 Annual General Meeting

PensionbeeAnnouncement

18/05/2023 16:15

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RNS Number : 9383Z  PensionBee Group plc  18 May 2023

PensionBee Group plc

Incorporated in England and Wales

Registration Number: 13172844

LEI: 2138008663P5FHPGZV74

ISIN: GB00BNDRLN84

 

 

 

18 May 2023

PensionBee Group plc

Results of 2023 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 18 May 2023.

 

Resolutions 1 to 14 were passed as ordinary resolutions and resolutions 15 to
17 were passed as special resolutions.

 

In accordance with UK Listing Rule 9.6.2, 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
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 - 18 May 2023 - 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 2022.        143,962,714    100.00   5,391          0.00     363                      143,968,105       64.36
 2. To approve the Director's Remuneration Report.                               142,932,937    99.28    1,032,769      0.72     2,762                    143,965,706       64.36
 3. To approve the Director's Remuneration Policy.                               142,882,040    99.28    1,032,769      0.72     53,659                   143,914,809       64.34
 4. To reappoint Romi Savova as an Executive Director.                           143,961,955    100.00   4,327          0.00     2,186                    143,966,282       64.36
 5. To reappoint Jonathan Lister Parsons as an Executive Director.               143,949,770    100.00   4,327          0.00     14,371                   143,954,097       64.36
 6. To appoint Christoph J. Martin as an Executive Director.                     143,962,339    100.00   4,124          0.00     2,005                    143,966,463       64.36
 7. To reappoint Mark Wood CBE as a Non-Executive Director.                      143,911,418    99.96    55,324         0.04     1,726                    143,966,742       64.36
 8. To reappoint Mary Francis CBE as an Independent Non-Executive Director.      143,962,742    100.00   3,721          0.00     2,005                    143,966,463       64.36
 9. To reappoint Michelle Cracknell CBE as an Independent Non-Executive          142,427,921    98.93    1,538,821      1.07     1,726                    143,966,742       64.36
 Director.
 10. To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director.   143,911,542    99.96    54,921         0.04     2,005                    143,966,463       64.36
 11. To reappoint Deloitte LLP as the Company's auditor.                         143,960,807    100.00   5,656          0.00     2,005                    143,966,463       64.36
 12. To authorise the Audit Committee of the Company to determine the auditor's  143,961,734    100.00   5,311          0.00     1,423                    143,967,045       64.36
 remuneration on behalf of the Board.
 13. To authorise the Company to make Political Donations.                       143,873,472    99.94    92,841         0.06     2,155                    143,966,313       64.36
 14. To authorise the Directors to allot shares.                                 142,863,156    99.27    1,052,386      0.73     52,926                   143,915,542       64.34
 15. To authorise Directors to disapply pre-emption rights.                      142,847,366    99.23    1,102,709      0.77     18,393                   143,950,075       64.36
 16. To authorise additional authority to disapply statutory pre-emption         142,853,320    99.23    1,104,542      0.77     10,606                   143,957,862       64.36
 rights.
 17. To authorise the calling of general meetings on 14 days' notice.            135,202,322    93.91    8,762,170      6.09     3,976                    143,964,492       64.36
 Independent Shareholder Votes Only *
 8. To reappoint Mary Francis CBE as an Independent Non-Executive Director. *    50,292,020     99.99    3,721          0.01     2,005                    50,295,741        38.90
 9. To reappoint Michelle Cracknell CBE as an Independent Non-Executive          48,757,199     96.94    1,538,821      3.06     1,726                    50,296,020        38.90
 Director. *
 10. To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director.   50,240,820     99.89    54,921         0.11     2,005                    50,295,741        38.90
 *

 

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 223,677,329
PensionBee Group plc ordinary shares in issue as at 18 May 2023. Ordinary
shareholders are entitled to one vote per share held.

 

* Under the 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 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 10 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.

 

 Contacts
 Teneo               pensionbee@teneo.com

 James Macey White   +44 (0)20 7353 4200

 Laura Marshall
 PensionBee          press@pensionbee.com

 Rachael Oku

 Laura Dunn-Sims

About PensionBee

PensionBee is a leading online pension provider, making pension management
easy for its customers while they save for a happy retirement.

PensionBee helps its customers combine their old pension pots, make flexible
contributions, invest in line with their goals and values and make withdrawals
from the age of 55 (increasing to 57 in 2028). PensionBee offers a range of
investment plans, including fossil fuel free options, from some of the world's
largest asset managers.

Operating in the £1 trillion market of Defined Contribution pension assets,
PensionBee has grown rapidly through its direct-to-consumer marketing
activities, creating a household brand name for the mass market.

The Company has £3,379m in Assets Under Administration and 198,000 Invested
Customers as at 31 March 2023. PensionBee has consistently maintained a
Customer Retention Rate in excess of 95% and an Excellent Trustpilot rating,
reflecting its commitment to outstanding customer service.

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