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REG - Pod Point Group Hdgs - Result of AGM

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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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