Alphawave IP Group plc
Result of Annual General Meeting
All Resolutions Approved
Alphawave IP Group plc (the "Company") announces that at its annual general meeting ("AGM") held earlier today at the offices of Linklaters LLP, One Silk St, London EC2Y 8HQ, each of the resolutions as set out in the Notice of AGM were passed by the requisite majority. Each of the resolutions put to the AGM was voted on by a poll of shareholders. The results received for each resolution were as follows:
| No. | Resolution
| For | Against
| Votes Withheld | Total issued share capital instructed | ||
| Number of shares | % | Number of shares | % | Number of shares | % | ||
| 1 | To receive the Directors' Report, Auditor's Report and Financial Statements for the year ended 31 December 2022. | 593,935,412 | 100.00 | 4,516 | 0.00 | 201,081 | 84.18% |
| 2 | To approve the Directors' Remuneration Report | 592,461,946 | 99.72 | 1,650,592 | 0.28 | 28,471 | 84.20% |
| 3 | To re-elect John Lofton Holt as a Director of the Company. | 591,095,228 | 99.49 | 3,024,565 | 0.51 | 21,216 | 84.20% |
| 4 | To re-elect Tony Pialis as a Director of the Company. | 594,020,045 | 99.98 | 99,748 | 0.02 | 21,216 | 84.20% |
| 5 | To re-elect Sehat Sutardja as a Director of the Company | 578,026,231 | 97.29 | 16,093,562 | 2.71 | 21,216 | 84.20% |
| 6 | To re-elect Jan Frykhammar as a Director of the Company. | 536,396,828 | 90.66 | 55,258,321 | 9.34 | 2,485,860 | 83.86% |
| 7 | To re-elect Paul Boudre as a Director of the Company | 533,612,924 | 89.82 | 60,505,675 | 10.18 | 22,410 | 84.20% |
| 8 | To re-elect Susan Buttsworth as a Director of the Company. | 593,837,420 | 99.95 | 281,679 | 0.05 | 21,910 | 84.20% |
| 9 | To re-elect Michelle Senecal de Fonseca as a Director of the Company | 594,019,026 | 99.98 | 100,073 | 0.02 | 21,910 | 84.20% |
| 10 | To re-elect Victoria Hull as a Director of the Company. | 592,536,653 | 99.73 | 1,575,446 | 0.27 | 28,910 | 84.20% |
| 11 | To re-elect Rosalind Singleton as a Director of the Company. | 593,992,026 | 99.98 | 113,073 | 0.02 | 35,910 | 84.20% |
| 12 | To re-appoint KPMG LLP as Auditors of the Company. | 588,605,569 | 99.07 | 5,524,974 | 0.93 | 10,466 | 84.21% |
| 13 | To authorise the Audit Committee to determine the Auditor's remuneration. | 594,023,281 | 99.98 | 105,127 | 0.02 | 12,601 | 84.21% |
| 14 | To authorise the Company to make political donations. | 590,934,774 | 99.47 | 3,175,735 | 0.53 | 30,500 | 84.20% |
| 15 | To authorise the Directors to allot shares. | 591,733,298 | 99.60 | 2,391,046 | 0.40 | 16,665 | 84.21% |
| 16* | Authority to disapply pre-emption rights. | 592,016,897 | 99.66 | 2,045,435 | 0.34 | 78,677 | 84.20% |
| 17* | Authority to disapply pre-emption rights for purposes of acquisitions or capital investments. | 591,989,104 | 99.64 | 2,134,728 | 0.36 | 17,177 | 84.21% |
| 18* | To authorise the Company to purchase own shares. | 594,019,101 | 99.98 | 101,979 | 0.02 | 19,929 | 84.21% |
| 19 | To approve the Rule 9 Waiver | 185,181,032 | 63.09 | 108,328,382 | 36.91 | 85,443,213 | 41.60% |
| 20* | Authority to call general meetings (other than AGMs) on 14 clear days' notice | 593,190,042 | 99.84 | 940,075 | 0.16 | 10,892 | 84.21% |
| * special resolution | |||||||
In accordance with the provisions of the City Code, each member of the Founder Concert Party (being John Lofton Holt, Rajeevan Mahadevan, Tony Pialis, and Jonathan Rogers), is considered to be interested in the outcome of Resolution 19 (the Rule 9 Waiver Resolution) and, accordingly, each of them has not voted on this resolution. This Resolution has therefore been approved by a majority of the votes cast by the independent shareholders of the Company. The Company notes the views of shareholders who voted against this resolution and the independent directors will take such views into account when considering whether or not to propose this resolution again next year.
*Special Resolution
| NOTES:
| |
| | |
| 1. | Votes "For" and "Against" any resolution are expressed as a percentage (rounded to two decimal places) of votes validly cast for that resolution.
|
| 2. | A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the total capital instructed.
|
| 3. | The number of shares in issue at close of business on 20 June 2023 was 705,564,208. There were no shares held in treasury. The total number of voting rights in the Company is therefore 705,564,208. Up to 84.21% of voting capital was instructed (excluding votes withheld). |
| 4. | The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at https://awavesemi.com/investors/ |
| 5. | Copies of the resolutions will be made available for inspection from the National Storage Mechanism, situated at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. |
| 6. | These poll results (which include proxy results lodged before the AGM) will be available shortly on the Company's website at https://awavesemi.com/investors/ |
For further information about this announcement please contact:
Kim Clear
Company Secretary
Email: cm-alphawave@linkgroup.co.uk
22 June 2023
LEI: 213800ZXTO21EU4VMH37
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