Somero Enterprises - Statement regarding AGM voting
29 June 2026
Somero Enterprises, Inc.
("Somero" or the "Company")
Statement regarding AGM voting
Somero Enterprises, Inc. provides the following update with respect to voting at the Company's Annual General Meeting held on 17 June 2026.
The Company understands that the votes of a small number of shareholders were not lodged successfully in relation to certain of their respective shareholdings, leading to some questions from those shareholders with respect to the AGM voting process. The Company therefore promptly asked Computershare, its registrar, to conduct a review of the AGM voting process and the specific accounts referred to by those shareholders.
The Company can confirm that the details contained in its Notice of Meeting were correct, including that the voting entitlement record date for the AGM was 21 April 2026. Computershare has confirmed that the Depositary Interest voting deadline of 12 June 2026 did not change during the AGM voting process.
Computershare has confirmed that there was a discrepancy in the CREST meeting announcement, which is distinct from the Company's Notice of Meeting and was prepared and issued by Computershare. That CREST announcement initially included an incorrect record date and was amended by Computershare on 1 June 2026 to align it with the correct record date already set out in the Company's Notice of Meeting.
Computershare has also confirmed that this amendment did not cancel, remove, invalidate or exclude any votes submitted to Computershare. All votes received by Computershare were counted, including substantial votes against the AGM resolutions submitted through other custodian accounts.
The specific voting instructions referred to by certain underlying shareholders were not excluded from the final vote count by the Company or by Computershare. Computershare has confirmed that certain shareholder votes were not submitted to Computershare and as a result were never included in the final vote count.
For clarity, before reaching Computershare, voting instructions pass through a chain that includes brokers, custodians, proxy agents and voting platforms, including any communications with underlying shareholders and any platform-level voting processes. Those processes sit outside the Company's and Computershare's visibility. Based on Computershare's review, the issue arose within this upstream chain and not at the level of the Company or its registrar and did not impact the integrity of the voting process, with all properly submitted votes being counted in full.
The Board takes shareholder concerns seriously. As announced on 17 June 2026, the Board recognises the significant proportion of votes cast against the AGM resolutions and is undertaking a thorough review of the Company's governance arrangements and legal constitution, including consultation with shareholders. The Board intends to provide an update in mid-July 2026. The Company remains committed to constructive engagement with all shareholders.
Enquiries:
Somero Enterprises, Inc.
Tim Averkamp, CEO
Vincenzo LiCausi, CFO
Howard Hohmann, EVP Sales
+1 239 210 6500
Cavendish Capital Markets Ltd (NOMAD and Broker)
Matt Goode/Seamus Fricker/Trisyia Jamaludin (Corporate Finance)
Harriet Ward (Corporate Broking)
+44 (0)20 7220 0500
Alma Strategic Communications (Financial PR Advisor)
David Ison
Rebecca Sanders-Hewett
Will Merison
+44 (0)20 3405 0205
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