REG - Eurowag - Result of AGM

WAG Payment SolutionsAnnouncement

16/05/2024 17:45

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RNS Number : 8063O  Eurowag  16 May 2024

W.A.G payment solutions plc - AGM 2024 Poll Results

Shareholders are informed that the results of the poll on the resolutions put
before the annual general meeting of W.A.G payment solutions plc on 16 May
2024 are:

 Resolutions                                                                                 Votes for    %       Votes Against  %      Total shares for and against  % of total voting rights  Votes withheld
 1.          To receive the Company's annual report and audited financial statements for     582,861,391  100.00  0              0.00   582,861,391                   84.47                     0
             the period ended 31 December 2023.
 2.          To receive and approve the Director's Remuneration Report for the period ended  582,582,777  99.95   278,614        0.05   582,861,391                   84.47                     0
             31 December 2023.
 3.          To receive and approve the Director's Remuneration Policy.                      560,992,209  96.25   21,869,182     3.75   582,861,391                   84.47                     0
 4.          To re-elect Sharon Baylay-Bell as a Director.                                   579,879,217  99.49   2,982,174      0.51   582,861,391                   84.47                     0
 5.          To re-elect Mirjana Blume as a Director.                                        579,873,665  99.49   2,987,726      0.51   582,861,391                   84.47                     0
 6.          To re-elect Paul Manduca as a Director.                                         579,534,196  99.43   3,327,195      0.57   582,861,391                   84.47                     0
 7.          To re-elect Morgan Seigler as a Director.                                       582,411,718  99.92   449,673        0.08   582,861,391                   84.47                     0
 8.          To re-elect Martin Vohanka as a Director.                                       582,417,270  99.92   444,121        0.08   582,861,391                   84.47                     0
 9.          To elect Stephen Dryden as a Director.                                          582,853,345  100.00  8,046          0.00   582,861,391                   84.47                     0
 10.         To elect Sophie Krishnan as a Director.                                         582,855,339  100.00  6,052          0.00   582,861,391                   84.47                     0
 11.         To elect Kevin Li Ying as a Director.                                           582,855,339  100.00  6,052          0.00   582,861,391                   84.47                     0
 12.         To elect Oskar Zahn as a Director.                                              582,411,718  99.92   449,673        0.08   582,861,391                   84.47                     0
 13.         To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.             582,859,397  100.00  1,994          0.00   582,861,391                   84.47                     0
 14.         To authorise the Audit and Risk Committee to determine the remuneration of the  582,859,397  100.00  1,994          0.00   582,861,391                   84.47                     0
             Auditor.
 15.         To authorise the Company to make political expenditure and donations.           564,310,927  99.79   1,206,598      0.21   565,517,525                   81.96                     17,343,866
 16.         To approve the Long Term Incentive Plan.                                        575,129,597  98.67   7,731,794      1.33   582,861,391                   84.47                     0
 17.         To approve the Rule 9 Waiver. (see Note 6).                                     227,216,322  89.57   26,450,048     10.43  253,666,370                   70.30                     0
 18.         To authorise the Directors to allot shares in the Company, in accordance with   578,349,696  99.23   4,511,695      0.77   582,861,391                   84.47                     0
             section 551 of the Companies Act 2006.
 Special Resolutions
 19.         To authorise the Directors to disapply pre-emption rights, in accordance with   578,868,591  99.31   3,992,800      0.69   582,861,391                   84.47                     0
             561 of the Companies Act 2006.
 20.         To authorise the Directors to disapply pre-emption rights up to a further 5%    578,868,591  99.31   3,992,800      0.69   582,861,391                   84.47                     0
             for the purposes of acquisitions or capital investments.
 21.         To authorise the Company to purchase its own ordinary shares.                   576,853,198  98.97   6,008,193      1.03   582,861,391                   84.47                     0
 22.         To authorise the Directors to call a general meeting other than an annual       582,214,086  99.89   647,305        0.11   582,861,391                   84.47                     0
             general meeting on not less than 14 clear days' notice.

 

Resolutions 4,5, 6, 9, 10, 11 - excluding controlling shareholders

Under the UK Listing Rules, Martin Vohánka is classed as a "controlling
shareholder" of the Company. The Company's Independent Non-Executive Directors
seeking election at the AGM are therefore subject to rule 9.2.2E of the UK
Listing Rules requiring that such election be approved by a majority vote of
both the independent shareholders and the shareholders as a whole.

 Resolution                                             Votes for    %       Votes Against  %     Total shares for and against  % of total voting rights  Votes withheld
 4.      To re-elect Sharon Baylay-Bell as a Director.  250,684,196  98.82   2,982,174      1.18  253,666,370                   70.30                     0
 5.      To re-elect Mirjana Blume as a Director.       250,678,644  98.82   2,987,726      1.18  253,666,370                   70.30                     0
 6.      To re-elect Paul Manduca as a Director.        250,339,175  98.69   3,327,195      1.31  253,666,370                   70.30                     0
 9.      To elect Stephen Dryden as a Director.         253,658,324  100.00  8,046          0.00  253,666,370                   70.30                     0
 10.     To elect Sophie Krishnan as a Director.        253,660,318  100.00  6,052          0.00  253,666,370                   70.30                     0
 11.     To elect Kevin Li Ying as a Director.          253,660,318  100.00  6,052          0.00  253,666,370                   70.30                     0

 

Notes

1.       Full details of the resolutions are set out in the Notice of
Annual General Meeting dated 11 April 2024 (which is available at:
https://investors.eurowag.com/application/files/7617/1283/0142/Eurowag_Notice_of_Meeting_2024.pdf
(https://investors.eurowag.com/application/files/7617/1283/0142/Eurowag_Notice_of_Meeting_2024.pdf)
)

2.       Resolutions 1 to 18 were ordinary resolutions, requiring more
than 50% of shareholders' votes to be cast in favour of the resolutions.
Resolutions 19 to 22 were special resolutions, requiring at least 75% of
shareholders' votes to be cast in favour of the resolutions.

3.       Votes 'For' include those votes giving the Chairman discretion.

4.       There were 690,031,741 ordinary shares (excluding treasury
shares) in issue all of which had the right to vote. There were no ordinary
shares held in treasury.

5.       A vote withheld is not a vote in law and is not counted in the
calculation of the votes for or against a resolution.

6.       The results for resolution 17 above exclude the members of the
Concert Party in the total votes.

Enquiries:

Eurowag

Carla Bloom

Head of Investor Relations and Communications

+44 (0) 789 109 4542

investors@eurowag.com (mailto:investors@eurowag.com)

 

 

About Eurowag

Eurowag was founded in 1995 and is a leading technology company and an
important partner to Europe's commercial road transport industry, with a
purpose to make it clean, fair and efficient. Eurowag enables trucking
companies to successfully transition to a low carbon, digital future by
harnessing all mission critical data, insights and payment and financing
transactions into a single ecosystem and connects their operations seamless
before a journey, on the road and post-delivery. http://www.eurowag.com
(http://www.eurowag.com)

 

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