Pollen Street Group Limited
(the "Company")
Results of Annual General Meeting
The Company announces that at its Annual General Meeting held on Thursday, 13 June 2024, all the resolutions set out in the Notice of Annual General Meeting were passed by the requisite majority.
Following the announcement made on 15 January 2024 advising of Lucy Tilley's appointment as Chief Financial Officer and Executive Director of the Company, her appointment as Director was confirmed and is effective as of today, and she will commence as Chief Financial Officer on 24 June 2024, succeeding Julian Dale.
In addition, Robert Sharpe and Jim Coyle, will both have served as directors of the Company, and Pollen Street Limited, formerly Pollen Street plc, for 9 years by the end of 2024. The Nominations Committee, in line with UK corporate governance best practice, will therefore commence the work required to identify and appoint their successors ahead of the 2025 AGM.
Resolutions 9, 18 and 19 - approval of Rule 9 Waiver and re-election of Joanne Lake
The Board is grateful for the engagement of shareholders and proxy agencies in our consultation exercise ahead of the AGM and is pleased that all resolutions were passed. The Board notes that, although they were approved, Resolutions 18 and 19 relating to the Rule 9 Waiver received less than 80% support. Accordingly, the Company will continue to engage with proxy advisers and shareholders, on the rationale and merits of the Rule 9 Waiver. The Company will provide an update on further consultations within six months of today's AGM in accordance with the UK Corporate Governance Code.
It was also noted that the resolution to re-elect Joanne Lake received 74.60% due to concerns about overboarding, however, the small cap nature of each of her other mandates should be acknowledged along with her excellent attendance record during the previous years. The Company will continue to review on a regular basis directors' capacity to fulfil their duties.
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| VOTES | % | VOTES | % | VOTES | % of ISC VOTED* | VOTES |
| Resolution 1 | 50,963,079 | 99.92% | 41,243 | 0.08% | 51,004,322 | 80.16% | 0 |
| Resolution 2 | 50,963,079 | 99.92% | 41,243 | 0.08% | 51,004,322 | 80.16% | 0 |
| Resolution 3 | 48,573,141 | 95.23% | 2,431,181 | 4.77% | 51,004,322 | 80.16% | 0 |
| Resolution 4 | 48,106,732 | 94.32% | 2,897,590 | 5.68% | 51,004,322 | 80.16% | 0 |
| Resolution 5 | 43,867,763 | 89.12% | 5,357,556 | 10.88% | 49,225,319 | 77.36% | 1,779,003 |
| Resolution 6 | 48,538,869 | 99.81% | 92,384 | 0.19% | 48,631,253 | 76.43% | 2,373,069 |
| Resolution 7 | 48,019,835 | 94.15% | 2,984,487 | 5.85% | 51,004,322 | 80.16% | 0 |
| Resolution 8 | 50,960,693 | 99.91% | 43,629 | 0.09% | 51,004,322 | 80.16% | 0 |
| Resolution 9 | 38,047,362 | 74.60% | 12,956,960 | 25.40% | 51,004,322 | 80.16% | 0 |
| Resolution 10 | 47,973,485 | 94.06% | 3,030,837 | 5.94% | 51,004,322 | 80.16% | 0 |
| Resolution 11 | 48,585,863 | 99.91% | 45,390 | 0.09% | 48,631,253 | 76.43% | 2,373,069 |
| Resolution 12 | 50,958,228 | 99.91% | 46,094 | 0.09% | 51,004,322 | 80.16% | 0 |
| Resolution 13 | 50,961,296 | 99.92% | 42,717 | 0.08% | 51,004,013 | 80.15% | 309 |
| Resolution 14 | 50,436,004 | 98.89% | 568,318 | 1.11% | 51,004,322 | 80.16% | 0 |
| Resolution 15 | 45,735,580 | 89.67% | 5,268,742 | 10.33% | 51,004,322 | 80.16% | 0 |
| Resolution 16 | 45,726,380 | 89.65% | 5,277,942 | 10.35% | 51,004,322 | 80.16% | 0 |
| Resolution 17 | 45,632,761 | 89.47% | 5,371,561 | 10.53% | 51,004,322 | 80.16% | 0 |
| Resolution 18 | 22,441,378 | 79.73% | 5,707,013 | 20.27% | 28,148,391 | 44.24% | 11,582,090 |
| Resolution 19 | 17,217,833 | 66.80% | 8,557,489 | 33.20% | 25,775,322 | 40.51% | 13,955,159 |
* Excludes the 1,177,098 shares held in treasury at close of business on 12 June 2024.
| 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.
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| 3. | The number of shares in issue at close of business on 12 June 2024 was 64,209,597 and 1,177,098 Ordinary Shares are held in treasury. The total number of voting rights in the Company is therefore 63,032,499. Up to 80.16% of voting capital was instructed.
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| 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://ir.pollenstreetgroup.com/investors/regulatory-announcements/
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| 5. | Copies of resolutions will be made available for inspection from the National Storage Mechanism, situated at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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| 6. | These poll results (inclusive of proxy results lodged before the AGM) will be available shortly on the Company's website at https://ir.pollenstreetgroup.com/investors/regulatory-announcements/
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| 7.
| Each resolution to re-elect independent non-executive directors (resolutions 5, 7 9 and 10) has per Listing Rule 9.2.2E been approved by a majority of the votes cast by: (i) the shareholders of the Company as a whole; and (ii) the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the Concert Party.
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| 8.
| Per the Notice of AGM, the members of the Concert Party were not entitled to vote on the Authority for the Company to purchase its own shares or the Rule 9 Waiver Resolutions (resolutions 18 and 19). |
For further information about this announcement please contact:
Pollen Street Group Limited
Chris Palmer / Shweta Chugh: +44 (0)20 3728 6750
Barclays Bank plc - Joint Broker
Neal West / Stuart Muress: +44 (0)20 7623 2323
Investec - Joint Broker
Ben Griffiths / Bruce Garrow: +44 (0)20 7597 4000
Link Company Matters Limited - Company Secretary
14 June 2024
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