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: +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
polncosec@linkgroup.co.uk
14 June 2024