REG - System1 Group PLC - Result of AGM

System1Announcement

28/09/2022 18:15

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RNS Number : 0698B  System1 Group PLC  28 September 2022

 

 

 

 

 

 

 

Press Release                                                                                       28 September 2022

 

 

System1 Group PLC (AIM: SYS1)

("System1", or "the Company", or "the Group")

 

Result of Annual General Meeting

 

System1 Group PLC (AIM: SYS1), the marketing decision-making platform,
announces the result of the Company's AGM that was held on Wednesday 28th
September 2022. A poll was held on each of the resolutions proposed and the
results of the poll are set out below. With the exception of resolutions 11
and 12, which failed to carry, all other resolutions were passed by
shareholders.

 

The Board acknowledges the failure to pass resolutions 11 and 12 (which are
special resolutions). The Board still considers the flexibility afforded by
these authorities to be in the best interests of the Company and its
shareholders and it will continue to consider its approach on this matter and
engage with shareholders as appropriate. The Board also notes that these have
each previously received support at past AGMs.

 

The Board further acknowledges that resolutions 6 and 7 received over 20% of
votes against. The Board consulted with certain shareholders ahead of the AGM,
and believes that the directors, as elected at today's AGM, possess a good mix
of skills and experience necessary to oversee the Company and deliver its'
strategy, but will specifically review the Board's composition as part of the
previously announced strategic review.

 

 

 

 Resolutions                                                                            Number of votes "For"  % of votes "For"  Number of votes "Against"  % of votes "Against"  Number of votes "Withheld"

 1       To receive and adopt the Company's report and accounts for the financial year  9,653,077              100               0                          0                     0
         2021/2022
 2       Receive, adopt and approve the Directors' Remuneration                         8,586,469              88.95             1,066,608                  11.05                 0

         Report
 3       To re-elect Mr John                                                            9,651,212              99.99             1,265                      0.01                  600

         Kearon as a director
 4       To re-elect Ms Sophie    Tomkins as a director                                 9,651,172              99.99             1,305                      0.01                  600

   5     To re-elect Chris Willford  as a director                                      7,138,665              95.73             318,765                    4.27                  2,195,647
         To re-elect Rupert  Howell as a director                                       6,304,603              65.32             3,347,874                  34.68                 600

 6
 7       To elect Philip Machray as a director                                          5,788,672              60.24             3,820,754                  39.76                 43,651

 8       To elect Conrad Bona as a director                                             9,651,212              99.99             1,265                      0.01                  600
 9       To reappoint RSM Audit UK LLP as auditors and authorise the directors to fix   9,649,879              99.97             2,598                      0.03                  600
         their remuneration
 10      To authorise the directors to allot shares (section 551 Companies Act 2006)    8,494,944              88.00             1,158,133                  12                    0
 11      Disapplication of pre-emption rights (section 570 Companies Act                6,280,177              65.06             3,372,900                  34.94                 0

         2006)
 12      Disapplication of pre-emption rights (section 570 Companies Act                6,280,177              65.06             3,372,900                  34.94                 0

         2006)
 13      To approve the purchase of the Company's own                                   8,815,682              91.33             837,395                    8.67                  0

         shares

 

 

The Company can be found at www.system1group.com
(http://www.system1group.com/) .

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
For further information, please contact:

 

 System1 Group PLC                                           Tel: +44 (0)20 70431000
 John Kearon, Chief Executive Officer
 Chris Willford, Chief Financial Officer

 Canaccord Genuity Limited (Nominated Adviser & Broker)      Tel: +44 (0)20 75238000
 Simon Bridges / Andrew Potts

 

 

 

 

 

 

 

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