REG - Eurowag - Result of AGM

WAG Payment SolutionsAnnouncement

26/05/2022 16:00

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RNS Number : 9799M  Eurowag  26 May 2022

26 May 2022

W.A.G payment solutions plc

("Eurowag" or the "Company")

Poll Results of the Annual General Meeting

Following its Annual General Meeting ("AGM") held on 26 May 2022, the
Directors of W.A.G payment solutions plc are pleased to announce that all the
proposed resolutions as set out in the Notice of Annual General Meeting were
passed on a poll of votes.

Total votes received from shareholders by the Company either in advance of or
as voted for at the meeting, were as set out below:

 Resolution                                                                              Votes for       %       Votes Against  %      Total shares for and against  % of total voting rights  Votes withheld
 1.      To receive the Company's annual report and audited financial statements for      598,902,605    100.00  0              0.00    598,902,605                  86.93                     0
         the period ended 31 December 2021.
 2.      To receive and approve the Directors' Remuneration Report for the period ended   598,883,306    100.00  19,299         0.00    598,902,605                  86.93                     0
         31 December 2021.
 3.      To receive and approve the Directors' Remuneration Policy                        598,900,680    100.00  1,925          0.00    598,902,605                  86.93                     0
 4.      To elect Paul Manduca as a Director.                                             598,134,605    99.87   768,000        0.13    598,902,605                  86.93                     0
 5.      To elect Martin Vohánka as a Director.                                           598,902,605    100.00  0              0.00    598,902,605                  86.93                     0
 6.      To elect Magdalena Bartoś as a Director.                                         598,902,605    100.00  0              0.00    598,902,605                  86.93                     0
 7.      To elect Mirjana Blume as a Director.                                            598,902,605    100.00  0              0.00    598,902,605                  86.93                     0
 8.      To elect Sharon Baylay-Bell as a Director.                                       598,902,605    100.00  0              0.00    598,902,605                  86.93                     0
 9.      To elect Caroline Brown as a Director.                                           598,885,231    100.00  17,374         0.00    598,902,605                  86.93                     0
 10.     To elect Susan Hooper as a Director.                                             598,902,605    100.00  0              0.00    598,902,605                  86.93                     0
 11.     To elect Morgan Seigler as a Director                                            598,902,605    100.00  0              0.00    598,902,605                  86.93                     0
 12.     To appoint PricewaterhouseCoopers LLP as auditor of the Company.                 598,902,605    100.00  0              0.00    598,902,605                  86.93                     0
 13.     To authorise the Audit and Risk Committee to determine the remuneration of the   598,902,605    100.00  0              0.00    598,902,605                  86.93                     0
         Auditor.
 14.     To authorise the Company to make political expenditure and donations.            598,899,655    100.00  2,950          0.00    598,902,605                  86.93                     0
 15.     To approve the Rule 9 Waiver. (see Note 6).                                       226,658,519   84.04   43,049,065     15.96  269,707,584                   83.17                     0
 16.     To authorise the Directors to allot shares in the Company, in accordance with    569,749,979    95.13   29,152,626     4.87    598,902,605                  86.93                     0
         section 551 of the Companies Act 2006.
 17.     To authorise the Directors to disapply pre-emption rights, in accordance with    567,200,067    95.12   29,113,522     4.88    596,313,589                  86.56                     2,589,016
         561 of the Companies Act 2006.
 18.     To authorise the Directors to disapply pre-emption rights up to a further 5%     557,788,574    95.04   29,113,522     4.96    586,902,096                  85.19                     12,000,509
         for the purposes of acquisitions or capital investments.
 19.     To authorise the Company to purchase its own ordinary shares.                    569,789,083    95.14   29,113,522     4.86    598,902,605                  86.93                     0
 20.     To authorise the Directors to call a general meeting other than an annual        598,838,577    99.99   64,028         0.01    598,902,605                  86.93                     0
         general meeting on not less than 14 clear days' notice.

 

Resolutions 4 and 7 to 10 - excluding controlling shareholders

Under the UK Listing Rules, Martin Vohánka is classed as a "controlling
shareholder" of the Company. The Company's Independent Non-Executive Directors
seeking election at the AGM are therefore subject to rule 9.2.2E of the UK
Listing Rules requiring that such election be approved by a majority vote of
both the independent shareholders and the shareholders as a whole.

 4.   To elect Paul Manduca as a Director.         268,939,584   99.72   768,000  0.28   269,707,584   74.98  0
 7.   To elect Mirjana Blume as a Director.        269,707,584   100.00  0        0.00   269,707,584   74.98  0
 8.   To elect Sharon Baylay-Bell as a Director.   269,707,584   100.00  0        0.00   269,707,584   74.98  0
 9.   To elect Caroline Brown as a Director.       269,690,210   99.99   17,374   0.01   269,707,584   74.98  0
 10.  To elect Susan Hooper as a Director.         269,707,584   100.00  0        0.00   269,707,584   74.98  0

 

Notes

1.       Full details of the resolutions are set out in the Notice of
Annual General Meeting dated 26 May 2022 (which is available at:
https://investors.eurowag.com/sites/euroirst/files/2022-03/eurowag-notice-of-annual-general-meeting.pdf
(https://investors.eurowag.com/sites/euroirst/files/2022-03/eurowag-notice-of-annual-general-meeting.pdf)
)

 

2.       Resolutions 1 to 16 were ordinary resolutions, requiring more
than 50% of shareholders' votes to be cast in favour of the resolutions.
Resolutions 17 to 20 were special resolutions, requiring at least 75% of
shareholders' votes to be cast in favour of the resolutions.

 

3.       Votes 'For' include those votes giving the Chairman discretion.

 

4.       There were 688,911,333 ordinary shares (excluding treasury
shares) in issue all of which had the right to vote. There were no ordinary
shares held in treasury.

 

5.       A vote withheld is not a vote in law and is not counted in the
calculation of the votes for or against a resolution.

 

6.       The results for resolution 15 above exclude the members of the
Concert Party in the total votes.

 

7.       Copies of all the resolutions passed, other than ordinary
business, have been submitted to the National Storage Mechanism and will soon
be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Enquiries:

Computershare Company Secretarial Services Limited

07966 711602

Eurowag-UKCoSec@computershare.co.uk

Company Secretary

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