REG - Pinewood Tech Gp PLC - Results of AGM & General Meeting

Pinewood TechnologiesAnnouncement

Mon 16:15

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RNS Number : 0422P  Pinewood Technologies Group PLC  30 June 2025

FOR IMMEDIATE RELEASE

 

30 June 2025

 

Pinewood Technologies Group PLC ("the Company")

 

Results of Annual General Meeting & General Meeting

 

The Annual General Meeting of the Company was held on Monday 30 June at
12.45pm. The results of each resolution are set out in the table below.

 

All resolutions were passed on a poll.  Resolutions 1 to 13 were passed as
ordinary resolutions and resolutions 14 to 17 were passed as special
resolutions.

 

 Resolution                                                                      Votes For     % For (to 2 d.p)  Votes         % Against    Votes

                                                                                                                 Against       (to 2 d.p)   Withheld
 1.   To receive the annual accounts and Directors' and Auditors Reports for      82,612,520   99.99%             11,935       0.01%         82,624,455
 the eleven-month period ended 31 December 2024
 2.   To approve the directors' remuneration report for the eleven-month          74,885,016   91.95%             6,555,845    8.05%         81,440,861
 period ended 31 December 2024
 3.  To re-elect Mr I F Filby as a director                                       72,240,055   87.42%             10,397,823   12.58%        82,637,878
 4.  To re-elect Mr W Berman as a director                                        71,167,422   86.12%             11,470,456   13.88%        82,637,878
 5.  To re-appoint Mr O Mann as a director                                        71,167,623   86.12%             11,470,255   13.88%        82,637,878
 6.  To re-elect Mr B M Small as a director                                       74,620,106   90.85%             7,514,178    9.15%         82,134,284
 7.  To re-elect Mr D Exler as a director                                         78,889,546   95.46%             3,748,332    4.54%         82,637,878
 8.  To re-elect Ms J Bird as a director                                          73,452,317   88.99%             9,085,561    11.01%        82,537,878
 9.  To re-elect Mr C Holzshu as a director                                       62,060,432   75.65%             19,973,622   24.35%        82,034,054
 10.  To re-appoint Mr G Hines as a director                                      69,105,458   83.62%             13,532,420   16.38%        82,637,878
 11.  To re-appoint RSM UK Audit LLP as auditor of the Company                    82,624,630   99.98%             13,379       0.02%         82,638,009
 12.  To authorise the directors to determine the remuneration of the auditors    82,625,114   99.98%             12,895       0.02%         82,638,009
 13.  To authorise the Directors to allot shares in the Company                   82,622,674   99.98%             15,335       0.02%         82,638,009
 14.  General authority for disapplication of pre-emption rights                  82,118,870   99.37%             519,003      0.63%         82,637,873
 15.  Additional authority for disapplication of pre-emption rights               78,878,165   95.57%             3,655,737    4.43%         82,533,902
 16.  To authorise the Company to make market purchases of its shares             82,623,219   99.98%             14,790       0.02%         82,638,009
 17.  To authorise the directors to call a general meeting of the Company,        81,192,616   98.25%             1,445,393    1.75%         82,638,009
 other than an annual general meeting, on not less than 14 clear days' notice

 

The Board notes that, while resolution 9 was passed with the requisite
majority, it received less than 80% of votes in favour. The Board believes
that Chris Holzshu is a significant asset to the business, who brings
long-standing industry experience and is making important contributions to the
committees of which he is a member.

 

The Company will consult with those shareholders who voted against the
resolution to understand their specific concerns. In accordance with the UK
Corporate Governance Code, the Company will publish a further statement
detailing the outcome of its shareholder engagement in relation to these
resolutions, including any actions taken as a result, within six months of the
2025 AGM, with a final summary to be included in the Company's next annual
report and accounts.

 

In addition, a General Meeting of the Company was held immediately after the
Annual General Meeting and the results of each resolution are set out in the
table below.

 

All resolutions were passed on a poll.

 

 Resolution                                                                    Votes For     % For (to 2 d.p)  Votes      % Against    Votes

                                                                                                               Against    (to 2 d.p)   Withheld
 1.   To approve the Acquisition Waiver Resolution                              60,410,645   99.71%             177,498   0.29%         60,588,143
 2.   To approve the allotment of the New Ordinary Shares                       60,409,889   99.70%             179,156   0.30%         60,589,045
 3.  Subject to the approval of Resolution 1 and the approval of the buyback    60,411,426   99.71%             177,498   0.29%         60,588,924
 authority at the Annual General Meeting, to approve the Buyback Waiver
 Resolution

 

Rule 9 Waiver

 

In accordance with the Takeover Code, following the passing of the Waiver
Resolutions, on Admission the Concert Party will hold 36,803,175 Ordinary
Shares, equivalent to approximately 32.0 per cent of the Enlarged Share
Capital. In addition, in the event that the Company utilises the maximum
amount of the Buyback Authority, other than in relation to Ordinary Shares
held by the Concert Party, based on the Enlarged Share Capital immediately
following completion of the Acquisition, the Concert Party would be interested
in up to approximately 35.5 per cent of the issued share capital of the
Company. Capitalised terms in this section have the meaning give to them in
the circular published on 6 June 2025 and posted to shareholders of the
Company.

 

In accordance with UK Listing Rule 6.4.2, copies of the resolutions that do
not constitute ordinary business at an annual general meeting will be
submitted to the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

The results will also be made available on the Company's website at
https://pinewood.ai/

 

 

OLIVER MANN

CHIEF FINANCIAL OFFICER

 

30 June 2025

Enquiries:                         Headland
            Henry Wallers                    Tel: 0203 805
4822
 
 

-ENDS-

 

 

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