REG - Eurowag - Result of AGM

WAG Payment SolutionsAnnouncement

11/05/2023 18:00

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RNS Number : 1685Z  Eurowag  11 May 2023

W.A.G payment solutions plc - AGM 2023 Poll Results

Shareholders are informed that the results of the poll on the resolutions put
before the annual general meeting of W.A.G payment solutions plc on 11 May
2023 are:

 Resolutions                                                                                 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     591,596,572  100.00  0              0.00   591,596,572                   85.87                     0
             the period ended 31 December 2022.
 2.          To receive and approve the Directors' Remuneration Report for the period ended  590,773,551  99.86   823,021        0.14   591,596,572                   85.87                     0
             31 December 2022.
 3.          To re-elect Paul Manduca as a Director.                                         583,805,127  98.68   7,791,445      1.32   591,596,572                   85.87                     0
 4.          To re-elect Martin Vohánka as a Director.                                       591,534,068  99.99   62,504         0.01   591,596,572                   85.87                     0
 5.          To re-elect Mirjana Blume as a Director.                                        591,132,336  99.92   464,236        0.08   591,596,572                   85.87                     0
 6.          To re-elect Sharon Baylay-Bell as a Director.                                   591,131,836  99.92   464,736        0.08   591,596,572                   85.87                     0
 7.          To re-elect Morgan Seigler as a Director.                                       591,534,568  99.99   62,004         0.01   591,596,572                   85.87                     0
 8.          To re-elect Susan Hooper as a Director.                                         591,131,836  99.92   464,736        0.08   591,596,572                   85.87                     0
 9.          To re-elect Caroline Brown as a Director.                                       -            -       -              -      -                             -                         -

             Following Caroline's decision to retire from the Board of the Company on 11
             May 2023, the Board confirms the resolution to re-elect Caroline Brown as a
             Director of the Company (Resolution 9 of the Company's Notice of AGM dated 12
             April 2023) was withdrawn.
 10.         To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.             591,534,568  99.99   62,004         0.01   591,596,572                   85.87                     0
 11.         To authorise the Audit and Risk Committee to determine the remuneration of the  591,534,568  99.99   62,004         0.01   591,596,572                   85.87                     0
             Auditor.
 12.         To authorise the Company to make political expenditure and donations.           578,104,867  99.92   477,391        0.08   578,582,258                   83.98                     13,014,314
 13.         To approve the Rule 9 Waiver. (see Note 6).                                     202,753,191  77.27   59,643,860     22.73  262,401,551                   72.95                     0
 14.         To authorise the Directors to allot shares in the Company, in accordance with   569,831,740  96.32   21,754,314     3.68   591,586,054                   85.87                     10,518
             section 551 of the Companies Act 2006.
 Special Resolutions
 15.         To authorise the Directors to disapply pre-emption rights, in accordance with   569,904,262  96.33   21,692,310     3.67   591,596,572                   85.87                     0
             561 of the Companies Act 2006.
 16.         To authorise the Directors to disapply pre-emption rights up to a further 5%    569,904,262  96.33   21,692,310     3.67   591,596,572                   85.87                     0
             for the purposes of acquisitions or capital investments.
 17.         To authorise the Company to purchase its own ordinary shares.                   567,950,165  96.00   23,646,407     4.00   591,596,572                   85.87                     0
 18.         To authorise the Directors to call a general meeting other than an annual       591,048,572  99.91   548,000        0.09   591,596,572                   85.87                     0
             general meeting on not less than 14 clear days' notice.

 

Resolutions 3, 5, 6 and 8 - 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.

 Resolution                                          Votes for    %      Votes Against  %     Total shares for and against  % of total voting rights  Votes withheld
 3.      To elect Paul Manduca as a Director.        254,610,106  97.03  7,791,445      2.97  262,401,551                   72.95                     0
 5.      To elect Mirjana Blume as a Director.       261,937,315  99.82  464,236        0.18  262,401,551                   72.95                     0
 6.      To elect Sharon Baylay-Bell as a Director.  261,936,815  99.82  464,736        0.18  262,401,551                   72.95                     0
 8.      To elect Susan Hooper as a Director.        261,936,815  99.82  467,736        0.18  262,401,551                   72.95                     0

 

The Company notes that Resolution 13, Rule 9 Waiver, was passed with less than
80% of votes in favour, when excluding the concert party shareholdings. The
Company will engage with the relevant shareholders and will provide an update
to the market on their views and what actions the Company intends to take in
accordance with Provision 4 of the UK Corporate Governance Code.

 

Notes

1.       Full details of the resolutions are set out in the Notice of
Annual General Meeting dated 12 April 2023 (which is available at:
https://investors.eurowag.com/application/files/2816/8131/7052/22176_Eurowag_AR-2022_PRINT_NoM_WEB.pdf
(https://investors.eurowag.com/application/files/2816/8131/7052/22176_Eurowag_AR-2022_PRINT_NoM_WEB.pdf)
)

2.       Resolutions 1 to 14 were ordinary resolutions, requiring more
than 50% of shareholders' votes to be cast in favour of the resolutions.
Resolutions 15 to 18 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 13 above exclude the members of the
Concert Party in the total votes.

Enquiries:

Computershare Company Secretarial Services Limited

07966 711602

Eurowag-UKCoSec@computershare.co.uk

Company Secretary

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