Distil plc
Annual General Meeting
Result of Annual General Meeting
The Annual General Meeting of Distil plc was held at 71-73 Carter Lane, London, EC4V 5EQ on 3 August 2023 at 11:00 a.m.
All Resolutions, as set out in the Notice of Meeting dated 6 July 2023, were voted by way of a poll. All Resolutions, with the exception of Resolutions 5 and 6, were duly passed at the AGM.
The Board notes that resolutions 5 and 6, in respect of authorising the directors to disapply pre-emption rights, were not passed and that a significant proportion (more than 20%) of shareholders voted against resolution 4 in respect of authorising the directors to allot shares. This was notwithstanding all 3 resolutions are consistent with current investor guidelines including the Investment Association Share Capital Management Guidelines and Pre-emption Group Guidelines. The Board will continue to engage in discussions with shareholders to better understand their views.
The number of votes cast for and against each of the resolutions proposed, and the number of votes withheld are set out below:
| Resolution | Votes for | % | Votes against | % | Votes withheld |
| Resolution 1 (Ordinary) To receive the annual report | 238,436,437 | 98.81 | 2,862,204 | 1.19 | 34,000 |
| Resolution 2 (Ordinary) To re-appoint the auditors | 241,298,641 | 100.00 | 0 | 0 | 34,000 |
| Resolution 3 (Ordinary) To authorise the Directors to determine the fees payable to the auditors | 241,297,914 | 99.99 | 34,727 | 0.01 | 0 |
| Resolution 4 (Ordinary) To empower the Directors to allot relevant securities | 183,990,296 | 76.24 | 57,342,345 | 23.76 | 0 |
| Resolution 5 (Special) That subject to the passing of resolution 4, the Directors be authorised to allot equity securities for cash under the authority conferred by that resolution. | 180,990,295 | 74.996 | 60,342,345 | 25.004 | 1 |
| Resolution 6 (Special) That, subject to the passing of resolution 4, the Directors be authorised in addition to any authority granted under resolution 5 to allot equity securities for cash under the authority given by that resolution. | 180,990,295 | 74.996 | 60,342,345 | 25.004 | 1 |
As at 3 August 2023, there were 684,399,579 ordinary shares in issue. Shareholders are entitled to one vote per share. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.
Note: the 'For' votes include those giving the Chairman discretion.
Note: The full text of each resolution is available in the Notice of Annual General Meeting, published on our website.
For further information:
Distil PLC +44 207 352 2096
Don Goulding, Executive Chairman
SPARK Advisory Partners Limited (NOMAD) +44 20 3368 3550
Neil Baldwin
Mark Brady
Turner Pope Investments (TPI) Ltd (Broker) +44 203 657 0050
Andy Thacker
James Pope
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