W.A.G payment solutions plc - AGM 2024 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 16 May 2024 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 2023. | 582,861,391 | 100.00 | 0 | 0.00 | 582,861,391 | 84.47 | 0 |
| 2. | To receive and approve the Director's Remuneration Report for the period ended 31 December 2023. | 582,582,777 | 99.95 | 278,614 | 0.05 | 582,861,391 | 84.47 | 0 |
| 3. | To receive and approve the Director's Remuneration Policy. | 560,992,209 | 96.25 | 21,869,182 | 3.75 | 582,861,391 | 84.47 | 0 |
| 4. | To re-elect Sharon Baylay-Bell as a Director. | 579,879,217 | 99.49 | 2,982,174 | 0.51 | 582,861,391 | 84.47 | 0 |
| 5. | To re-elect Mirjana Blume as a Director. | 579,873,665 | 99.49 | 2,987,726 | 0.51 | 582,861,391 | 84.47 | 0 |
| 6. | To re-elect Paul Manduca as a Director. | 579,534,196 | 99.43 | 3,327,195 | 0.57 | 582,861,391 | 84.47 | 0 |
| 7. | To re-elect Morgan Seigler as a Director. | 582,411,718 | 99.92 | 449,673 | 0.08 | 582,861,391 | 84.47 | 0 |
| 8. | To re-elect Martin Vohanka as a Director. | 582,417,270 | 99.92 | 444,121 | 0.08 | 582,861,391 | 84.47 | 0 |
| 9. | To elect Stephen Dryden as a Director. | 582,853,345 | 100.00 | 8,046 | 0.00 | 582,861,391 | 84.47 | 0 |
| 10. | To elect Sophie Krishnan as a Director. | 582,855,339 | 100.00 | 6,052 | 0.00 | 582,861,391 | 84.47 | 0 |
| 11. | To elect Kevin Li Ying as a Director. | 582,855,339 | 100.00 | 6,052 | 0.00 | 582,861,391 | 84.47 | 0 |
| 12. | To elect Oskar Zahn as a Director. | 582,411,718 | 99.92 | 449,673 | 0.08 | 582,861,391 | 84.47 | 0 |
| 13. | To re-appoint PricewaterhouseCoopers LLP as auditor of the Company. | 582,859,397 | 100.00 | 1,994 | 0.00 | 582,861,391 | 84.47 | 0 |
| 14. | To authorise the Audit and Risk Committee to determine the remuneration of the Auditor. | 582,859,397 | 100.00 | 1,994 | 0.00 | 582,861,391 | 84.47 | 0 |
| 15. | To authorise the Company to make political expenditure and donations. | 564,310,927 | 99.79 | 1,206,598 | 0.21 | 565,517,525 | 81.96 | 17,343,866 |
| 16. | To approve the Long Term Incentive Plan. | 575,129,597 | 98.67 | 7,731,794 | 1.33 | 582,861,391 | 84.47 | 0 |
| 17. | To approve the Rule 9 Waiver. (see Note 6). | 227,216,322 | 89.57 | 26,450,048 | 10.43 | 253,666,370 | 70.30 | 0 |
| 18. | To authorise the Directors to allot shares in the Company, in accordance with section 551 of the Companies Act 2006. | 578,349,696 | 99.23 | 4,511,695 | 0.77 | 582,861,391 | 84.47 | 0 |
| Special Resolutions | | | | | | | | |
| 19. | To authorise the Directors to disapply pre-emption rights, in accordance with 561 of the Companies Act 2006. | 578,868,591 | 99.31 | 3,992,800 | 0.69 | 582,861,391 | 84.47 | 0 |
| 20. | To authorise the Directors to disapply pre-emption rights up to a further 5% for the purposes of acquisitions or capital investments. | 578,868,591 | 99.31 | 3,992,800 | 0.69 | 582,861,391 | 84.47 | 0 |
| 21. | To authorise the Company to purchase its own ordinary shares. | 576,853,198 | 98.97 | 6,008,193 | 1.03 | 582,861,391 | 84.47 | 0 |
| 22. | To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice. | 582,214,086 | 99.89 | 647,305 | 0.11 | 582,861,391 | 84.47 | 0 |
Resolutions 4,5, 6, 9, 10, 11 - 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 | |
| 4. | To re-elect Sharon Baylay-Bell as a Director. | 250,684,196 | 98.82 | 2,982,174 | 1.18 | 253,666,370 | 70.30 | 0 |
| 5. | To re-elect Mirjana Blume as a Director. | 250,678,644 | 98.82 | 2,987,726 | 1.18 | 253,666,370 | 70.30 | 0 |
| 6. | To re-elect Paul Manduca as a Director. | 250,339,175 | 98.69 | 3,327,195 | 1.31 | 253,666,370 | 70.30 | 0 |
| 9. | To elect Stephen Dryden as a Director. | 253,658,324 | 100.00 | 8,046 | 0.00 | 253,666,370 | 70.30 | 0 |
| 10. | To elect Sophie Krishnan as a Director. | 253,660,318 | 100.00 | 6,052 | 0.00 | 253,666,370 | 70.30 | 0 |
| 11. | To elect Kevin Li Ying as a Director. | 253,660,318 | 100.00 | 6,052 | 0.00 | 253,666,370 | 70.30 | 0 |
Notes
1. Full details of the resolutions are set out in the Notice of Annual General Meeting dated 11 April 2024 (which is available at: https://investors.eurowag.com/application/files/7617/1283/0142/Eurowag_Notice_of_Meeting_2024.pdf)
2. Resolutions 1 to 18 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 19 to 22 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 690,031,741 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 17 above exclude the members of the Concert Party in the total votes.
Enquiries:
Eurowag
Carla Bloom
Head of Investor Relations and Communications
+44 (0) 789 109 4542
About Eurowag
Eurowag was founded in 1995 and is a leading technology company and an important partner to Europe's commercial road transport industry, with a purpose to make it clean, fair and efficient. Eurowag enables trucking companies to successfully transition to a low carbon, digital future by harnessing all mission critical data, insights and payment and financing transactions into a single ecosystem and connects their operations seamless before a journey, on the road and post-delivery. http://www.eurowag.com
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