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 the period ended 31 December 2022.

591,596,572

100.00

0

0.00

591,596,572

85.87

0

2.

To receive and approve the Directors' Remuneration Report for the period ended 31 December 2022.

590,773,551

99.86

823,021

0.14

591,596,572

85.87

0

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Caroline Brown as a Director of the Company (Resolution 9 of the Company's Notice of AGM dated 12 April 2023) was withdrawn.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 Auditor.

591,534,568

99.99

62,004

0.01

591,596,572

85.87

0

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 section 551 of the Companies Act 2006.

569,831,740

96.32

21,754,314

3.68

591,586,054

85.87

10,518

Special Resolutions








15.

To authorise the Directors to disapply pre-emption rights, in accordance with 561 of the Companies Act 2006.

569,904,262

96.33

21,692,310

3.67

591,596,572

85.87

0

16.

To authorise the Directors to disapply pre-emption rights up to a further 5% for the purposes of acquisitions or capital investments.

569,904,262

96.33

21,692,310

3.67

591,596,572

85.87

0

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 general meeting on not less than 14 clear days' notice.

591,048,572

99.91

548,000

0.09

591,596,572

85.87

0

 

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)

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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