Result of AGM

Pollen Street Group Limited

14 June 2024

 

 

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.

	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED*	VOTES WITHHELD
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.
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.
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/
5.	Copies of resolutions will be made available for inspection from the National Storage Mechanism, situated at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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/
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.
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: [phone]

Barclays Bank plc - Joint Broker

Neal West / Stuart Muress: [phone]

Investec - Joint Broker

Ben Griffiths / Bruce Garrow: [phone] 

Link Company Matters Limited - Company Secretary

[e-mail]

14 June 2024

 

END