REG - ZIGUP PLC - Result of AGM

ZIGUPAnnouncement

23/09/2025 16:15

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RNS Number : 4994A  ZIGUP PLC  23 September 2025

ZIGUP PLC

("ZIGUP" or the "Group" or the "Company")

23 September 2025

ZIGUP plc - Result of AGM

Voting results for the AGM held on 23 September 2025

At the Annual General Meeting of ZIGUP plc (the "Group") held at 10.30am on 23
September 2025 the total number of votes received on a poll on each resolution
were as follows:

 Resolutions                                                                     Votes For     % of Votes  Votes Against  % of Votes  Total Votes   Votes cast as % of Issued Share Capital  Votes Withheld
 1. To receive the Directors' Report and audited accounts of the Company for
 the year ended 30 April 2025

                                                                                 179,401,322   99.99       1,516          0.01        179,402,838   78.40                                    778,545

 2.   To declare a final dividend of 17.6 pence per ordinary share payable to
 the shareholders on the register at the close of business on the 29 August

 2025                                                                            180,159,839   99.99       1,098          0.01        180,160,937   78.73                                    20,446

 3. To approve the Directors'   Remuneration Report

                                                                                 177,871,452   98.73       2,285,432      1.27        180,156,884   78.73                                    24,499

 4. To approve the Directors'   Remuneration Policy

                                                                                 119,090,151   66.11       61,060,823     33.89       180,150,974   78.72                                    30,409

 5. To appoint PricewaterhouseCoopers LLP as auditor of the company to hold
 office until the conclusion of the next AGM

                                                                               178,962,136   99.34       1,191,588      0.66        180,153,724   78.73                                    27,659

 6. To authorise the Audit Committee to determine the remuneration of the
 auditor

                                                                                 179,578,816   99.68       572,046        0.32        180,150,862   78.72                                    30,521

 7.  To re-elect Mark Butcher as

 a director                                                                      178,350,668   99.00       1,807,877      1.00        180,158,545   78.73                                    22,837

 8. To re-elect Bindi Karia as a director

                                                                                 177,998,667   98.80       2,159,878      1.20        180,158,545   78.73                                    22,837

 9. To re-elect Mark McCafferty  as a director

                                                                                 177,253,685   98.39       2,896,109      1.61        180,149,794   78.72                                    31,589

 10. To re-elect Avril Palmer-Baunack as a director

                                                                                 177,641,920   98.88       2,016,625      1.12        179,658,545   78.51                                    522,837

 11.  To re-elect John Pattullo as a director

                                                                                 170,044,050   94.39       10,106,842     5.61        180,150,892   78.72                                    30,490

 12. To re-elect Martin Ward as a director

                                                                                 179,531,026   99.65       627,796        0.35        180,158,822   78.73                                    22,561

 13. To re-elect Nicola Rabson as a director

                                                                                 161,859,438   90.44       17,114,117     9.56        178,973,555   78.21                                    1,207,827

 14. To re-elect Rachel Coulson as a director

                                                                                 179,436,231   99.60       716,438        0.40        180,152,669   78.72                                    28,714

 15. To approve the Value Creation Plan as summarised in the Notice of AGM

                                                                                 117,584,620   65.27       62,560,261     34.73       180,144,881   78.72                                    36,502

 16. That the Board be authorised to allot new shares representing one third of
 the issued share capital (see Notice of AGM)

                                                                                 178,241,128   98.93       1,921,483      1.07        180,162,611   78.73                                    18,772

 17. That subject to the passing of Resolution 16, the Board be authorised to
 allot equity shares for cash and/or sell ordinary shares outside the

 pre-emption rights in the Companies Act (see Notice of AGM)                     177,411,133   98.47       2,749,394      1.53        180,160,527   78.73                                    20,856

 18. That subject to the passing of Resolution 16, the Board be authorised to
 disapply statutory pre-emption rights in respect of transactions which the

 board determines to be an acquisition or other capital investment (see Notice   176,760,949   98.41       2,854,179      1.59        179,615,128   78.49                                    566,255
 of AGM)

 19. That the Company be permitted to make market purchases of its ordinary
 shares (see Notice of AGM)

                                                                                 180,022,260   99.99       18,156         0.01        180,040,416   78.68                                    140,967

 20. That the Company be permitted to make market purchases of its preference
 shares (see Notice of AGM)

                                                                                 180,026,649   99.99       13,567         0.01        180,040,216   78.68                                    141,167

 21. That a general meeting, other than an annual general meeting, may be
 called on not less than 14 clear days' notice.

                                                                                 178,142,694   98.88       2,020,674      1.12        180,163,368   78.73                                    18,015

It is noted that more than 20 per cent of votes have been cast against
resolutions 4 and 15. These relate to the proposed adoption of a Value
Creation Plan (the "Plan") as the means of incentivising senior leadership to
accelerate value creation for its shareholders.  The full rationale for the
Plan is set out in the Remuneration Report included in the Company's Annual
Report and Accounts 2025.

Prior to the Plan being proposed to shareholders, the Remuneration Committee
undertook an extensive programme of proactive consultation over many months
with our major investors.  The holders of over 50 per cent Company's shares
were consulted, in addition to the major proxy advisers.  Their feedback as a
whole was taken into account in the final design of the Plan as it was put to
shareholders at the AGM.

The Board accepted when the Plan was proposed that it represents a departure
from the established approach to executive remuneration.  Nonetheless, given
the persistent disconnect between share price progression and underlying
performance of the Company it was felt by the Board that the adoption of the
Plan was in the best interests of shareholders as a whole.

This position was strongly supported by a number of major institutional
investors following extensive consultation and the Board is satisfied with the
level of support the Plan has received at the AGM.

The Company is committed to maintaining its policy of open dialogue with
investors, including on Remuneration matters; while we do not intend to
specifically consult further with shareholders in relation to the Plan, we
will be undertaking a results roadshow in early December and meeting with our
major shareholders.  We would be pleased to discuss the Plan at that time or
with shareholders who reach out to our investor relations team in the
meanwhile.

Consequently, no further update will be provided until the publication of the
Company's Annual Report and Accounts 2026.

Notes:

1.     Any proxy appointments which gave discretion to the Chairman have
been included in the "for" total.

2.     The Group's issued capital (excluding treasury shares) on 19
September 2025 (being the record date for voting at the meeting) was
236,091,423 ordinary shares of 50p each and 1,000,000 preference shares of 50
pence each which do not carry voting rights on the above resolutions.  Each
ordinary share carries the right to one vote and, as the Company held
7,252,974 ordinary shares in treasury on 19 September 2025 (being the record
date for voting at the meeting) there were 228,838,449 voting rights in the
Group.

3.     A "vote withheld" is not a vote in law and is not counted in the
calculation of the proportion of the votes "for" and "against" a resolution.

4.    In accordance with Listing Rule 6.4.2, a copy of the resolutions
passed, other than resolutions concerning ordinary business, will shortly be
submitted to the National Storage Mechanism for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

For further information, please contact:

ZIGUP
plc

Matthew Barton, Company Secretary
  44 (0)1325 467 558

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