14 June 2023
Pod Point Group Holdings plc
(the "Company" or "Pod Point")
RESULT OF THE 2023 ANNUAL GENERAL MEETING
The Board is pleased to announce that all of the resolutions put to shareholders at the Annual General Meeting held on 13 June 2023 were passed by means of a poll, including the ordinary resolutions (resolutions 1 to 16) and special resolutions (resolutions 17 to 18) as set out in the Company's notice of AGM dated 27 April 2023. The votes cast for resolutions 7 to 12 relating to the re-election and election of the independent Directors were duly passed by both a majority of the votes cast by the independent shareholders as well as by a majority of votes cast by all shareholders. These votes have been calculated separately and are shown in the separate table below.
The final voting figures are shown below.
| Resolution | Total Votes Cast | For (*) | Against (*) | Withheld | ||
| Number | % | Number | % | |||
| 1. Receiving the 2022 Report and Accounts | 133,150,075 | 133,142,529 | 99.99 | 7,546 | 0.01 | 2,557 |
| 2. Approval of the Annual Report on Remuneration | 133,143,703 | 133,115,547 | 99.98 | 28,156 | 0.02 | 8,929 |
| 3. Re-election of Erik Fairbairn as a Director | 133,144,664 | 133,118,482 | 99.98 | 26,182 | 0.02 | 7,968 |
| 4. Re-election of David Wolffe as a Director | 133,144,664 | 133,118,482 | 99.98 | 26,182 | 0.02 | 7,968 |
| 5. Re-election of Philippe Commaret as a Director | 133,144,664 | 133,124,611 | 99.98 | 20,053 | 0.02 | 7,968 |
| 6. Re-election of Rob Guyler as a Director | 133,144,664 | 132,966,073 | 99.87 | 178,591 | 0.13 | 7,968 |
| 7. Re-election of Gareth Davis as a Director | 133,144,664 | 132,781,355 | 99.73 | 363,309 | 0.27 | 7,968 |
| 8. Re-election of Margaret Amos as a Director | 133,144,664 | 132,967,112 | 99.87 | 177,552 | 0.13 | 7,968 |
| 9. Re-election of Norma Dove-Edwin as a Director | 133,144,664 | 132,966,620 | 99.87 | 178,044 | 0.13 | 7,968 |
| 10. Re-election of Karen Myers as a Director | 133,144,664 | 132,967,266 | 99.87 | 177,398 | 0.13 | 7,968 |
| 11. Re-election of Andrew Palmer as a Director | 133,144,664 | 132,966,970 | 99.87 | 177,694 | 0.13 | 7,968 |
| 12. Re-election of Erika Schraner as a Director | 133,144,664 | 132,767,083 | 99.72 | 377,581 | 0.28 | 7,968 |
| 13. Re-appointment of Deloitte LLP as auditor | 133,148,998 | 133,134,493 | 99.99 | 14,505 | 0.01 | 3,634 |
| 14. Authority to set the remuneration of the auditor | 133,148,515 | 133,138,508 | 99.99 | 10,007 | 0.01 | 4,117 |
| 15. Authority to make political donations | 133,088,031 | 133,033,727 | 99.96 | 54,304 | 0.04 | 64,601 |
| 16. Directors' authority to allot shares | 133,149,124 | 130,637,013 | 98.11 | 2,512,111 | 1.89 | 3,508 |
| Special Resolutions | ||||||
| 17. Authority for the Company to purchase its own shares | 133,089,826 | 110,348,961 | 82.91 | 22,740,865 | 17.09 | 62,806 |
| 18. Notice period of 14 clear days for a general meeting | 133,150,723 | 133,109,832 | 99.97 | 40,891 | 0.03 | 1,909 |
(*) = Includes discretionary votes
Votes by Independent Shareholders
| Resolution | Total Votes Cast | For (*) | Against (*) | Withheld | ||
| Number | % | Number | % | |||
| 7. Re-election of Gareth Davis as a Director | 50,236,982 | 49,873,673 | 99.28 | 363,309 | 0.72 | 7,968 |
| 8. Re-election of Margaret Amos as a Director | 50,236,982 | 50,059,430 | 99.65 | 177,552 | 0.35 | 7,968 |
| 9. Re-election of Norma Dove-Edwin as a Director | 50,236,982 | 50,058,938 | 99.65 | 178,044 | 0.35 | 7,968 |
| 10. Re-election of Karen Myers as a Director | 50,236,982 | 50,059,584 | 99.65 | 177,398 | 0.35 | 7,968 |
| 11. Re-election of Andrew Palmer as a Director | 50,236,982 | 50,059,288 | 99.65 | 177,694 | 0.35 | 7,968 |
| 12. Re-election of Erika Schraner as a Director | 50,236,982 | 49,859,401 | 99.25 | 377,581 | 0.75 | 7,968 |
Whilst the Board is pleased that resolution 17 (to authorise the Company to purchase its own shares), received the requisite level of votes to pass as a special resolution, requiring the support of 75% of those voting, it notes the significant proportion of votes against. Engagement has taken place with a major shareholder to understand the reasons behind their voting and we will continue to engage with them in relation to this matter.
As at the date of the AGM, the number of issued shares and total voting rights of the Company was 154,125,118 shares in issue. The Company's Articles of Association set out that every member who is present in person or by proxy shall have one vote for every share of which he is the holder on a poll. The scrutineer of the poll was Equiniti Limited.
In accordance with Listing Rule 9.6.2, the Company has submitted a copy of the resolutions dealing with the special business put to shareholders at the AGM today to the National Storage Mechanism, which will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Anita Guernari
Company Secretary
Enquiries
| Teneo | +44 207 353 4200 85fs.podpoint@teneo.com |
| Mark Burgess, Matt Low, Arthur Rogers | |
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