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RNS Number : 7001C Pod Point Group Holdings PLC 14 June 2023
14 June 2023
Pod Point Group Holdings plc
(the "Company" or "Pod Point")
RESULT OF THE 2023 ANNUAL GENERAL MEETING
The Board is pleased to announce that all of the resolutions put to
shareholders at the Annual General Meeting held on 13 June 2023 were passed by
means of a poll, including the ordinary resolutions (resolutions 1 to 16) and
special resolutions (resolutions 17 to 18) as set out in the Company's notice
of AGM dated 27 April 2023. The votes cast for resolutions 7 to 12 relating to
the re-election and election of the independent Directors were duly passed by
both a majority of the votes cast by the independent shareholders as well as
by a majority of votes cast by all shareholders. These votes have been
calculated separately and are shown in the separate table below.
The final voting figures are shown below.
Resolution Total Votes Cast For (*) Against (*) Withheld
Number % Number %
1. Receiving the 2022 Report and Accounts 133,150,075 133,142,529 99.99 7,546 0.01 2,557
2. Approval of the Annual Report on Remuneration 133,143,703 133,115,547 99.98 28,156 0.02 8,929
3. Re-election of Erik Fairbairn as a Director 133,144,664 133,118,482 99.98 26,182 0.02 7,968
4. Re-election of David Wolffe as a Director 133,144,664 133,118,482 99.98 26,182 0.02 7,968
5. Re-election of Philippe Commaret as a Director 133,144,664 133,124,611 99.98 20,053 0.02 7,968
6. Re-election of Rob Guyler as a Director 133,144,664 132,966,073 99.87 178,591 0.13 7,968
7. Re-election of Gareth Davis as a Director 133,144,664 132,781,355 99.73 363,309 0.27 7,968
8. Re-election of Margaret Amos as a Director 133,144,664 132,967,112 99.87 177,552 0.13 7,968
9. Re-election of Norma Dove-Edwin as a Director 133,144,664 132,966,620 99.87 178,044 0.13 7,968
10. Re-election of Karen Myers as a Director 133,144,664 132,967,266 99.87 177,398 0.13 7,968
11. Re-election of Andrew Palmer as a Director 133,144,664 132,966,970 99.87 177,694 0.13 7,968
12. Re-election of Erika Schraner as a Director 133,144,664 132,767,083 99.72 377,581 0.28 7,968
13. Re-appointment of Deloitte LLP as auditor 133,148,998 133,134,493 99.99 14,505 0.01 3,634
14. Authority to set the remuneration of the auditor 133,148,515 133,138,508 99.99 10,007 0.01 4,117
15. Authority to make political donations 133,088,031 133,033,727 99.96 54,304 0.04 64,601
16. Directors' authority to allot shares 133,149,124 130,637,013 98.11 2,512,111 1.89 3,508
Special Resolutions
17. Authority for the Company to purchase its own shares 133,089,826 110,348,961 82.91 22,740,865 17.09 62,806
18. Notice period of 14 clear days for a general meeting 133,150,723 133,109,832 99.97 40,891 0.03 1,909
(*) = Includes discretionary votes
Votes by Independent Shareholders
Resolution Total Votes Cast For (*) Against (*) Withheld
Number % Number %
7. Re-election of Gareth Davis as a Director 50,236,982 49,873,673 99.28 363,309 0.72 7,968
8. Re-election of Margaret Amos as a Director 50,236,982 50,059,430 99.65 177,552 0.35 7,968
9. Re-election of Norma Dove-Edwin as a Director 50,236,982 50,058,938 99.65 178,044 0.35 7,968
10. Re-election of Karen Myers as a Director 50,236,982 50,059,584 99.65 177,398 0.35 7,968
11. Re-election of Andrew Palmer as a Director 50,236,982 50,059,288 99.65 177,694 0.35 7,968
12. Re-election of Erika Schraner as a Director 50,236,982 49,859,401 99.25 377,581 0.75 7,968
Whilst the Board is pleased that resolution 17 (to authorise the Company to
purchase its own shares), received the requisite level of votes to pass as a
special resolution, requiring the support of 75% of those voting, it notes the
significant proportion of votes against. Engagement has taken place with a
major shareholder to understand the reasons behind their voting and we will
continue to engage with them in relation to this matter.
As at the date of the AGM, the number of issued shares and total voting rights
of the Company was 154,125,118 shares in issue. The Company's Articles of
Association set out that every member who is present in person or by proxy
shall have one vote for every share of which he is the holder on a poll. The
scrutineer of the poll was Equiniti Limited.
In accordance with Listing Rule 9.6.2, the Company has submitted a copy of the
resolutions dealing with the special business put to shareholders at the AGM
today to the National Storage Mechanism, which will shortly be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Anita Guernari
Company Secretary
Enquiries
Teneo +44 207 353 4200
(Public relations advisor to Pod Point)
85fs.podpoint@teneo.com
Mark Burgess, Matt Low, Arthur Rogers
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