TIDMPBEE

RNS Number : 9383Z

PensionBee Group plc

18 May 2023

PensionBee Group plc

Incorporated in England and Wales

Registration Number: 13172844

LEI: 2138008663P5FHPGZV74

ISIN: GB00BNDRLN84

18 May 2023

PensionBee Group plc

Results of 2023 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 18 May 2023.

Resolutions 1 to 14 were passed as ordinary resolutions and resolutions 15 to 17 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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

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

 
 PensionBee Group plc Annual General Meeting - 18 May 2023 - 
  Poll Result 
                                 Votes For          Votes Against       Votes        Total          Total 
                                  (Notes 1,            (Note 2)        Withheld      Votes        Votes Cast 
                                     2)                                 (Note         Cast          as a % 
                                                                          3)         (Note         of Issued 
                                                                                       4)        Share Capital 
                                                                                                   (Note 5) 
                           ---------------------  -----------------  ----------  ------------  --------------- 
 Resolution                   No. of        %       No. of      % 
                               Shares                Shares 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 1. To receive 
  the Company's 
  Annual Report 
  and Financial 
  Statements 2022.          143,962,714   100.00       5,391   0.00         363   143,968,105            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 2. To approve 
  the Director's 
  Remuneration 
  Report.                   142,932,937    99.28   1,032,769   0.72       2,762   143,965,706            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 3. To approve 
  the Director's 
  Remuneration 
  Policy.                   142,882,040    99.28   1,032,769   0.72      53,659   143,914,809            64.34 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 4. To reappoint 
  Romi Savova as 
  an Executive 
  Director.                 143,961,955   100.00       4,327   0.00       2,186   143,966,282            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 5. To reappoint 
  Jonathan Lister 
  Parsons as an 
  Executive Director.       143,949,770   100.00       4,327   0.00      14,371   143,954,097            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 6. To appoint 
  Christoph J. 
  Martin as an 
  Executive Director.       143,962,339   100.00       4,124   0.00       2,005   143,966,463            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 7. To reappoint 
  Mark Wood CBE 
  as a Non-Executive 
  Director.                 143,911,418    99.96      55,324   0.04       1,726   143,966,742            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 8. To reappoint 
  Mary Francis 
  CBE as an Independent 
  Non-Executive 
  Director.                 143,962,742   100.00       3,721   0.00       2,005   143,966,463            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 9. To reappoint 
  Michelle Cracknell 
  CBE as an Independent 
  Non-Executive 
  Director.                 142,427,921    98.93   1,538,821   1.07       1,726   143,966,742            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 10. To reappoint 
  Lara Oyesanya 
  FRSA as an Independent 
  Non-Executive 
  Director.                 143,911,542    99.96      54,921   0.04       2,005   143,966,463            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 11. To reappoint 
  Deloitte LLP 
  as the Company's 
  auditor.                  143,960,807   100.00       5,656   0.00       2,005   143,966,463            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 12. To authorise 
  the Audit Committee 
  of the Company 
  to determine 
  the auditor's 
  remuneration 
  on behalf of 
  the Board.                143,961,734   100.00       5,311   0.00       1,423   143,967,045            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 13. To authorise 
  the Company to 
  make Political 
  Donations.                143,873,472    99.94      92,841   0.06       2,155   143,966,313            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 14. To authorise 
  the Directors 
  to allot shares.          142,863,156    99.27   1,052,386   0.73      52,926   143,915,542            64.34 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 15. To authorise 
  Directors to 
  disapply pre-emption 
  rights.                   142,847,366    99.23   1,102,709   0.77      18,393   143,950,075            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 16. To authorise 
  additional authority 
  to disapply statutory 
  pre-emption rights.       142,853,320    99.23   1,104,542   0.77      10,606   143,957,862            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 17. To authorise 
  the calling of 
  general meetings 
  on 14 days' notice.       135,202,322    93.91   8,762,170   6.09       3,976   143,964,492            64.36 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 Independent Shareholder Votes Only * 
 8. To reappoint 
  Mary Francis 
  CBE as an Independent 
  Non-Executive 
  Director. *                50,292,020    99.99       3,721   0.01       2,005    50,295,741            38.90 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 9. To reappoint 
  Michelle Cracknell 
  CBE as an Independent 
  Non-Executive 
  Director. *                48,757,199    96.94   1,538,821   3.06       1,726    50,296,020            38.90 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 10. To reappoint 
  Lara Oyesanya 
  FRSA as an Independent 
  Non-Executive 
  Director. *                50,240,820    99.89      54,921   0.11       2,005    50,295,741            38.90 
                           ------------  -------  ----------  -----  ----------  ------------  --------------- 
 

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 223,677,329 PensionBee Group plc ordinary shares in issue as at 18 May 2023. 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 8 to 10 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.

 
 Contacts 
 Teneo                pensionbee@teneo.com 
  James Macey White    +44 (0)20 7353 4200 
  Laura Marshall 
 PensionBee           press@pensionbee.com 
  Rachael Oku 
  Laura Dunn-Sims 
 

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 options, from some of the world's largest asset managers.

Operating in the GBP1 trillion market of Defined Contribution 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 GBP3,379m in Assets Under Administration and 198,000 Invested Customers as at 31 March 2023. PensionBee has consistently maintained a Customer Retention Rate in excess of 95% and an Excellent Trustpilot rating, reflecting its commitment to outstanding customer service.

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