Result of AGM

Baltic Classifieds Group PLC
27 September 2023
 

27 September 2023

Baltic Classifieds Group PLC

 

(the "Company")

 

Results of Annual General Meeting

 

Baltic Classifieds Group PLC, (LSE: BCG), a leading online classifieds group in the Baltics, announces the results of the Company's Annual General Meeting ("AGM") held on 27 September 2023.

Resolution

Votes FOR (a)

Votes AGAINST

Total cast votes

% of shares on register on record date

Votes withheld (b)

No.

%

No.

%

1.

Receive the reports of the directors and auditor and the audited financial statements

467,948,977

100.00

0

0.00

467,948,977

94.60

2,792,357

2.

Approve the directors' Remuneration Report

460,504,853

98.00

9,384,713

2.00

469,889,566

94.99

851,768

3.

Declare final dividend

470,741,334

100.00

0

0.00

470,741,334

95.16

0

4.

Re-elect Trevor Mather as a director

443,628,732

94.80

24,320,245

5.20

467,948,977

94.60

2,792,357

5.

Re-elect Justinas Šimkus as a director

467,133,625

99.23

3,607,709

0.77

470,741,334

95.16

0

6.

Re-elect Lina Mačienė as a director

462,164,913

98.18

8,576,421

1.82

470,741,334

95.16

0

7.

Re-elect Simonas Orkinas as a director

462,441,820

98.24

8,299,514

1.76

470,741,334

95.16

0

8.

Re-elect Ed Williams as a director (c)

469,252,628

99.68

1,488,706

0.32

470,741,334

95.16

0

9.

Re-elect Tom Hall as a director

391,807,838

83.23

78,933,496

16.77

470,741,334

95.16

0

10.

Re-elect Kristel Volver as a director (c)

466,476,287

99.09

4,265,047

0.91

470,741,334

95.16

0

11.

Re-elect Jurgita Kirvaitienė as a director (c)

469,268,644

99.69

1,472,690

0.31

470,741,334

95.16

0

12.

Re-appoint KPMG LLP as auditor

467,936,884

99.40

2,804,450

0.60

470,741,334

95.16

0

13.

Authorise the audit committee for and on behalf of the Board to determine the remuneration of the auditor

470,741,334

100.00

0

0.00

470,741,334

95.16

0

14.

Authorise the Company to make political donations

465,710,423

98.94

5,013,111

1.06

470,723,534

95.16

17,800

15.

Authorise the directors to allot shares

467,468,270

99.30

3,273,064

0.70

470,741,334

95.16

0

16.

Approve the waiver granted by the Panel on Takeovers and Mergers in relation to
share buyback authority (d)

257,654,665

88.97

31,933,386

11.03

289,588,051

58.54

4,560,906

17.

Authorise general disapplication of pre-emption rights (e)

458,920,510

97.49

11,820,824

2.51

470,741,334

95.16

0

18.

Authorise additional disapplication of pre-emption rights (e)

435,294,619

92.47

35,428,915

7.53

470,723,534

95.16

17,800

19.

Approve on-market purchases of own shares (e)

463,849,304

98.54

6,892,030

1.46

470,741,334

95.16

0

20.

Approve off-market purchases of own shares (d) (e)

291,344,506

99.05

2,804,450

0.95

294,148,956

59.46

1

21.

Approve 14 days' notice for general meetings (e)

470,297,875

99.91

443,459

0.09

470,741,334

95.16

0

 

Independent shareholder votes:

8.

Re-elect Ed Williams as a director (c)

292,660,250

99.49

1,488,706

0.51

294,148,956

92.47

0

10.

Re-elect Kristel Volver as a director (c)

289,883,909

98.55

4,265,047

1.45

294,148,956

92.47

0

11.

Re-elect Jurgita Kirvaitienė as a director (c)

292,676,266

99.50

1,472,690

0.50

294,148,956

92.47

0

 

 

(a) The "FOR" proxy vote includes those giving the Chair discretion.

(b) A vote "Withheld" is not a vote in law and is not counted in the calculation of the proxy votes "FOR" or "AGAINST" the resolution.

(c) In accordance with Listing Rule 9.2.2ER, these resolutions were passed on a poll of both, the independent shareholders and all shareholders.

(d) As required under the City Code on Takeovers and Mergers, this resolution had to be passed by the Independent Shareholders, therefore none of the members of the Concert Party (as defined in the Notice of Meeting) voted on it.

(e) Special resolution requiring a 75% majority.

 

The Board notes that all resolutions were duly passed and would like to thank shareholders for their continued support.

 

In accordance with the Financial Conduct Authority's Listing Rule 9.6.2, copies of all the resolutions passed by the Company's shareholders, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

The total number of shares in issue on 25 September 2023, the deadline for casting votes by proxy in advance of the AGM, was 494,682,534 shares. 95.16% of voting capital, including votes withheld, was instructed in respect of the resolutions put to the AGM. The full text of the resolutions can be found in the Notice of Annual General Meeting 2023, which is available on the Company's website at https://balticclassifieds.com/shareholder-meetings.

 

Enquiries

 

Baltic Classifieds Group PLC

Company Secretary: E-mail: cosec@balticclassifieds.com

 

Baltic Classifieds Group PLC LEI: 213800I1RPHCFSSQS969

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