Result of AGM and Directorate Change

Tern PLC

29 June 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018).  UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

29 June 2023

Tern Plc

("Tern" or the "Company")

Result of AGM

Directorate Change

Tern Plc (AIM:TERN), the investment company specialising in supporting high growth, early-stage, disruptive Internet of Things ("IoT") technology businesses, announces that at the Company's Annual General Meeting ("AGM") held earlier today resolutions 1, 2, 4 and 7 were passed on a poll.  Resolutions 3, 5 and 6 were not passed.

As resolution 3, seeking the re-appointment of Albert Sisto as a director of the Company was not passed, Mr Sisto ceased to be a director at the conclusion of the AGM.  Mr Sisto remains an employee of the Company.  Due to this change the Board is considering the future management structure of the Company and further announcements may be made in due course, as appropriate.  Following resolutions 5 and 6 not being passed, the Directors do not currently have the authority to issue new ordinary shares for cash or generally.

The Board is committed to continuing an open dialogue with the Company's shareholders. Following the voting at the AGM, where it is able to, the Board will continue to seek to engage with those shareholders who are understood to have voted against certain of the resolutions to understand their views and/or any specific concerns.

Details of the poll voting on each resolution are set out below:

Resolution		Votes For*		Votes Against		Votes Withheld**	Total Votes Cast (excluding Withheld)**
		No. of ordinary shares	% of ordinary shares voted**	No. of ordinary shares	% of ordinary shares voted**	No. of ordinary shares
	ORDINARY RESOLUTIONS
1.   To receive and adopt the accounts for the financial year ended 31 December 2022		122,441,663	90.12	13,417,358	9.88	11,929,443	135,859,021
2.   To re-appoint Evelyn Partners as auditors of the Company and to authorise the Directors to determine their remuneration.		114,225,642	88.11	15,407,025	11.89	18,155,797	129,632,667
3.   To re-appoint Mr Albert Sisto as a Director of the Company		58,842,897	41.12	84,263,426	58.88	4,682,141	143,106,323
4.   To re-appoint Mr Matthew Scherba as a Director of the Company		79,479,356	56.81	60,428,750	43.19	7,880,358	139,908,106
5.   To authorise the Directors to allot securities		54,770,740	38.40	87,866,032	61.60	5,151,692	142,636,772
	SPECIAL RESOLUTION
6.   To disapply statutory pre-emption rights		45,702,008	33.21	91,895,015	66.79	10,191,441	137,597,023
7.   To allow the Company to make market purchases of its Ordinary Shares		110,338,688	76.37	34,141,766	23.63	3,308,010	144,480,454

* Votes 'For' include votes giving the Chairman discretion.

** A 'Vote Withheld' is not a vote in law and has not been counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

The resolutions are set out in full in the Company's Notice of 2023 Annual General Meeting dated 30 May 2023.  The votes received represented approximately 38 per cent. of the Company's issued share capital.

Enquiries

Tern Plc Ian Ritchie (Chairman)	via IFC Advisory
Allenby Capital Limited (Nominated Adviser and Broker) Alex Brearley / Dan Dearden-Williams (Corporate Finance) Matt Butlin / Kelly Gardiner (Sales and Corporate Broking)	Tel: [phone]
IFC Advisory (Financial PR and IR) Tim Metcalfe Graham Herring Florence Chandler	Tel: [phone] [e-mail]

 

END