Results of 2024 Annual General Meeting

PensionBee Group plc

17 May 2024

 

PensionBee Group plc

Incorporated in England and Wales

Registration Number: 13172844

LEI: 2138008663P5FHPGZV74

ISIN: GB00BNDRLN84

17 May 2024

PensionBee Group plc

Results of 2024 Annual General Meeting

PensionBee Group plc (the 'Company') announces the results of the voting by a poll on the resolutions put to its Annual General Meeting ('AGM') held at 2.00 p.m. on Thursday 16 May 2024.

Resolutions 1 to 13 were passed as ordinary resolutions and resolutions 14 to 16 were passed as special resolutions.

In accordance with UK Listing Rule 9.6.2, a copy of the resolutions passed at the AGM, other than resolutions concerning ordinary business, will be submitted to the Financial Conduct Authority's National Storage Mechanism and will shortly be available to view at:
data.fca.org.uk/#/nsm/nationalstoragemechanism.

The total number of votes received on each resolution was as follows:

PensionBee Group plc Annual General Meeting - 16 May 2024 - Poll Result
	Votes For (Notes 1, 2)		Votes Against (Note 2)		Votes Withheld (Note 3)	Total Votes Cast (Note 4)	Total Votes Cast as a % of Issued Share Capital (Note 5)
Resolution	No. of Shares	%	No. of Shares	%
1. To receive the Company's Annual Report and Financial Statements 2023.	144,478,780	100.00	2,389	0.00	8,185	144,481,169	64.32%
2. To approve the Director's Remuneration Report.	143,168,594	99.09	1,309,545	0.91	11,215	144,478,139	64.32%
3. To reappoint Romi Savova as an Executive Director.	144,426,624	99.96	56,531	0.04	6,199	144,483,155	64.32%
4. To reappoint Jonathan Lister Parsons as an Executive Director.	144,464,155	99.99	16,880	0.01	8,319	144,481,035	64.32%
5. To reappoint Christoph J. Martin as an Executive Director.	144,466,429	99.99	16,121	0.01	6,804	144,482,550	64.32%
6. To reappoint Mark Wood CBE as a Non-Executive Director.	144,389,896	99.94	92,653	0.06	6,805	144,482,549	64.32%
7. To reappoint Mary Francis CBE as an Independent Non-Executive Director.	144,436,096	99.97	43,574	0.03	9,684	144,479,670	64.32%
8. To reappoint Michelle Cracknell CBE as an Independent Non-Executive Director.	142,786,192	98.83	1,693,478	1.17	9,684	144,479,670	64.32%
9. To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director.	144,437,792	99.97	41,878	0.03	9,684	144,479,670	64.32%
10. To reappoint Deloitte LLP as the Company's auditor.	144,478,000	99.99	8,691	0.01	2,663	144,486,691	64.32%
11. To authorise the Audit Committee of the Company to determine the auditor's remuneration on behalf of the Board.	144,472,820	99.99	11,778	0.01	4,756	144,484,598	64.32%
12. To authorise the Company to make Political Donations.	144,319,576	99.89	161,467	0.11	8,311	144,481,043	64.32%
13. To authorise the Directors to allot shares.	143,161,470	99.08	1,326,189	0.92	1,695	144,487,659	64.32%
14. To authorise Directors to disapply pre-emption rights.	143,157,074	99.12	1,263,923	0.88	68,206	144,420,997	64.29%
15. To authorise additional authority to disapply statutory pre-emption rights.	143,168,923	99.13	1,263,165	0.87	56,963	144,432,088	64.29%
16. To authorise the calling of general meetings on 14 days' notice.	135,650,494	93.88	8,837,790	6.12	1,070	144,488,284	64.32%
Independent Shareholder Votes Only *
7. To reappoint Mary Francis CBE as an Independent Non-Executive Director. *	51,072,574	99.91	43,574	0.09	9,684	51,116,148	39.22%
8. To reappoint Michelle Cracknell CBE as an Independent Non-Executive Director. *	49,422,670	96.69	1,693,478	3.31	9,684	51,116,148	39.22%
9. To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director. *	51,074,270	99.92	41,878	0.08	9,684	51,116,148	39.22%

Notes:

1. Any proxy appointments which gave discretion to the Chair have been included in Votes For.

2. Votes For and Votes Against are expressed as a percentage of Total Votes Cast, which includes Votes For and Votes Against, but excludes the Votes Withheld. Percentages are rounded to 2 decimal places.

3. A Vote Withheld is not a vote in law and is not counted in the calculation of the Votes For or Votes Against a resolution.

4. Total Votes Cast includes the Votes For and Votes Against, but excludes the Votes Withheld.

5. Total Votes Cast as a % of Issued Share Capital is based on 224,641,308 PensionBee Group plc ordinary shares in issue as at 16 May 2024. Ordinary shareholders are entitled to one vote per share held.

* Under the Listing Rules, because Romi Savova is a controlling shareholder of the Company (that is, she exercises or controls more than 30% of the voting rights of the Company), the election of any independent director by shareholders must be approved by a majority vote of both: (1) the shareholders of the Company; and (2) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company). Under the Listing Rules, anyone who holds shares in the Company and is deemed to be acting in concert with Romi Savova is also treated as a controlling shareholder for the purposes of these voting requirements. Therefore, the votes of these persons are excluded when calculating the votes of the independent shareholders. Resolutions 7 to 9 were therefore proposed as ordinary resolutions which all shareholders may vote on, but in addition, the Company separately counts the number of votes cast by independent shareholders in favour of the resolutions (as a proportion of the total votes of independent shareholders cast on the resolutions) to determine whether the second threshold referred to in (2) has been met.

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About PensionBee

PensionBee is a leading online pension provider, making pension management easy for its customers while they save for a happy retirement. PensionBee helps its customers combine their old pension pots, make flexible contributions, invest in line with their goals and values and make withdrawals from the age of 55 (increasing to 57 in 2028). PensionBee offers a range of investment plans, including fossil fuel free and impact investing options, from some of the world's largest asset managers.

Operating in the UK Defined Contribution market which exceeds £1 trillion of pension assets, PensionBee has grown rapidly through its direct-to-consumer marketing activities, creating a household brand name for the mass market.

The Company has £4.9 billion in Assets Under Administration and 240,000 Invested Customers as at 31 March 2024. PensionBee has consistently maintained a Customer Retention Rate in excess of 95% and an Excellent Trustpilot rating from more than 10,500 customers, reflecting its commitment to outstanding customer service.

PensionBee is admitted to trading on the Premium Segment of the London Stock Exchange's Main Market (LON:PBEE).

 

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