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Raspberry PI HoldingsAnnouncement

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RNS Number : 0977H  Raspberry Pi Holdings PLC  04 June 2026

4 June 2026

Raspberry Pi Holdings plc

("Raspberry Pi" or "the Company")

RESULTS OF ANNUAL GENERAL MEETING

The Company announces that, at the Annual General Meeting ("AGM") of the
Company held on Thursday 4 June 2026:

 ●             Resolutions 1- 17 as set out in the Notice of AGM
 dated 21 April 2026 were passed;

 

Resolutions 1 to 13 were proposed as Ordinary Resolutions and resolutions 14
to 17 were proposed as Special Resolutions.

The table below details votes cast on each resolution.

 

                                                                               Votes For    %        Votes Against  %      Total Votes (excluding withheld)  Votes Withheld  % of Issued Share Capital Voted
 Ordinary Resolutions
 Resolution 1: To receive the Company's Report and Accounts for YE 2025        120,483,960  100.00%  4,320          0.00%  120,488,280                       348,188         62.20%
 Resolution 2: To approve the Directors' Remuneration Report                   118,204,255  98.05%   2,345,059      1.95%  120,549,314                       287,154         62.23%
 Resolution 3: To re-elect Martin Hellawell as an Independent Non-Executive    113,552,709  94.20%   6,994,722      5.80%  120,547,431                       289,037         62.23%
 Director
 Resolution 4: To re-elect Eben Upton as an Executive Director                 120,459,693  99.93%   88,011         0.07%  120,547,704                       288,764         62.23%
 Resolution 5: To re-elect Richard Boult as an Executive Director              120,441,577  99.93%   89,911         0.07%  120,531,488                       304,980         62.22%
 Resolution 6: To re-elect Sherry Coutu CBE as an Independent Non-Executive    120,379,691  99.86%   168,005        0.14%  120,547,696                       288,772         62.23%
 Director
 Resolution 7: To re-elect David Gammon as an Independent Non-Executive        118,583,146  98.37%   1,961,698      1.63%  120,544,844                       291,624         62.23%
 Director
 Resolution 8: To re-elect Rachel Izzard as an Independent Non-Executive       120,465,073  99.93%   84,562         0.07%  120,549,635                       286,833         62.23%
 Director
 Resolution 9: To re-elect Christopher Mairs as an Independent Non-Executive   118,696,778  98.52%   1,782,962      1.48%  120,479,740                       356,728         62.19%
 Director
 Resolution 10: To re-elect Daniel Labbad as a Non-Executive Director          120,461,713  99.93%   84,704         0.07%  120,546,417                       290,051         62.23%
 Resolution 11: To re-appoint Grant Thornton UK LLP as auditor of the Company  120,384,713  99.87%   157,756        0.13%  120,542,469                       293,999         62.23%
 Resolution 12:  To authorise the Audit Committee of the Company to fix the    120,534,349  99.99%   14,263         0.01%  120,548,612                       287,856         62.23%
 remuneration of the auditor.
 Resolution 13: To authorise the Directors to allot shares                     120,285,933  99.80%   247,064        0.20%  120,532,997                       303,471         62.22%
 Resolution 14: To authorise the Directors to disapply statutory pre-emption   119,818,688  99.61%   464,795        0.39%  120,283,483                       552,985         62.09%
 provisions on the allotment of shares
 Resolution 15: To dis-apply the pre-emption provisions for the purposes of    118,958,581  98.90%   1,323,498      1.10%  120,282,079                       554,389         62.09%
 acquisitions or capital investments
 Resolution 16: To authorise the Company to purchase own shares                118,971,000  98.70%   1,566,567      1.30%  120,537,567                       298,901         62.22%
 Resolution 17: To authorise Directors to call a general meeting on not less   120,058,801  99.59%   493,453        0.41%  120,552,254                       284,214         62.23%
 than 14 days' notice

 

 

Notes:

 1)        The total number of Ordinary Shares of 0.25p each in the Company in issue at
           close of business on 4 June 2026 and the number used for the percentage of
           issued share capital voted was 193,712,927.
 2)        The votes "for" include those giving the Chair of the AGM discretion.
 3)        Votes "for" and "against" are expressed as a percentage of the number in the
           total votes cast column (excluding votes withheld).
 4)        A vote withheld is not a vote in law and is not counted in the calculation of
           votes "for" or "against" a resolution.

Resolutions 3, and 6 to 9 (inclusive) related to the re-election of the
Independent Directors. Under the UK Listing Rules, because the Controlling
Shareholder Group together control in concert more than 30 per cent of the
voting rights of the Company, the re-election of an Independent Director by
shareholders must be approved by a majority of both: (i) the shareholders of
the Company; and (ii) the independent shareholders of the Company (that is,
the shareholders of the Company entitled to vote on the election of
Independent Directors who are not part of the Controlling Shareholder Group).
The Company has separately counted the number of votes cast by the independent
shareholders in favour of resolutions 3 and 6 to 9 (inclusive) and set out the
votes cast below.

 

 Resolution                                                                   Votes For   %       Votes Against  %       Votes Total (excluding withheld)  Votes Withheld
 Resolution 3: To re-elect Martin Hellawell as an Independent Non-Executive   34,135,678  82.99%  6,994,722      17.01%  41,130,400                        289,037
 Director
 Resolution 6: To re-elect Sherry Coutu CBE as an Independent Non-Executive   40,962,660  99.59%  168,005        0.41%   41,130,665                        288,772
 Director
 Resolution 7: To re-elect David Gammon as an Independent Non-Executive       39,166,115  95.23%  1,961,698      4.77%   41,127,813                        291,624
 Director
 Resolution 8: To re-elect Rachel Izzard as an Independent Non-Executive      41,048,042  99.79%  84,562         0.21%   41,132,604                        286,833
 Director
 Resolution 9: To re-elect Christopher Mairs as an Independent Non-Executive  39,279,747  95.66%  1,782,962      4.34%   41,062,709                        356,728
 Director

 

In accordance with UK Listing Rule 6.4.2R, copies of the resolutions
comprising special business have been made available for inspection on the
National Storage Mechanism
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

For more information, please contact:

 Raspberry Pi Holdings plc
 Eben Upton, CEO, Richard Boult, CFO                           Alma Strategic Communications
 Andy Bryant - IR                                              investors@raspberrypi.com (mailto:investors@raspberrypi.com)

 Alma Strategic Communications                                 T: +44 (0)203 405 0205
 Josh Royston, Caroline Forde, Hannah Campbell, Emma Thompson  raspberrypi@almastrategic.com (mailto:raspberrypi@almastrategic.com)

 

Notes to Editor

Headquartered in Cambridge, UK, Raspberry Pi's mission is to put
high-performance, low-cost, general-purpose computing platforms in the hands
of enthusiasts and engineers all over the world.

 Raspberry Pi is a full-stack engineering organisation, with research and
development capabilities spanning the entire value chain, from semiconductor
IP development, through semiconductor and electronic product design to
software engineering and regulatory compliance. The high performance, low
cost, and physical robustness of Raspberry Pi products make them suitable for
a wide range of applications, across three distinct markets: Industrial and
Embedded, Enthusiast and Education and Semiconductors. To date, over 73
million units have been sold.

 

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