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4 Jun 2026 17:11
4 June 2026
Raspberry Pi Holdings plc
("Raspberry Pi" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
The Company announces that, at the Annual General Meeting ("AGM") of the Company held on Thursday 4 June 2026:
● Resolutions 1- 17 as set out in the Notice of AGM dated 21 April 2026 were passed; |
Resolutions 1 to 13 were proposed as Ordinary Resolutions and resolutions 14 to 17 were proposed as Special Resolutions.
The table below details votes cast on each resolution.
Votes For | % | Votes Against | % | Total Votes (excluding withheld) | Votes Withheld | % of Issued Share Capital Voted | |
Ordinary Resolutions | |||||||
Resolution 1: To receive the Company's Report and Accounts for YE 2025 | 120,483,960 | 100.00% | 4,320 | 0.00% | 120,488,280 | 348,188 | 62.20% |
Resolution 2: To approve the Directors' Remuneration Report | 118,204,255 | 98.05% | 2,345,059 | 1.95% | 120,549,314 | 287,154 | 62.23% |
Resolution 3: To re-elect Martin Hellawell as an Independent Non-Executive Director | 113,552,709 | 94.20% | 6,994,722 | 5.80% | 120,547,431 | 289,037 | 62.23% |
Resolution 4: To re-elect Eben Upton as an Executive Director | 120,459,693 | 99.93% | 88,011 | 0.07% | 120,547,704 | 288,764 | 62.23% |
Resolution 5: To re-elect Richard Boult as an Executive Director | 120,441,577 | 99.93% | 89,911 | 0.07% | 120,531,488 | 304,980 | 62.22% |
Resolution 6: To re-elect Sherry Coutu CBE as an Independent Non-Executive Director | 120,379,691 | 99.86% | 168,005 | 0.14% | 120,547,696 | 288,772 | 62.23% |
Resolution 7: To re-elect David Gammon as an Independent Non-Executive Director | 118,583,146 | 98.37% | 1,961,698 | 1.63% | 120,544,844 | 291,624 | 62.23% |
Resolution 8: To re-elect Rachel Izzard as an Independent Non-Executive Director | 120,465,073 | 99.93% | 84,562 | 0.07% | 120,549,635 | 286,833 | 62.23% |
Resolution 9: To re-elect Christopher Mairs as an Independent Non-Executive Director | 118,696,778 | 98.52% | 1,782,962 | 1.48% | 120,479,740 | 356,728 | 62.19% |
Resolution 10: To re-elect Daniel Labbad as a Non-Executive Director | 120,461,713 | 99.93% | 84,704 | 0.07% | 120,546,417 | 290,051 | 62.23% |
Resolution 11: To re-appoint Grant Thornton UK LLP as auditor of the Company | 120,384,713 | 99.87% | 157,756 | 0.13% | 120,542,469 | 293,999 | 62.23% |
Resolution 12: To authorise the Audit Committee of the Company to fix the remuneration of the auditor. | 120,534,349 | 99.99% | 14,263 | 0.01% | 120,548,612 | 287,856 | 62.23% |
Resolution 13: To authorise the Directors to allot shares | 120,285,933 | 99.80% | 247,064 | 0.20% | 120,532,997 | 303,471 | 62.22% |
Resolution 14: To authorise the Directors to disapply statutory pre-emption provisions on the allotment of shares | 119,818,688 | 99.61% | 464,795 | 0.39% | 120,283,483 | 552,985 | 62.09% |
Resolution 15: To dis-apply the pre-emption provisions for the purposes of acquisitions or capital investments | 118,958,581 | 98.90% | 1,323,498 | 1.10% | 120,282,079 | 554,389 | 62.09% |
Resolution 16: To authorise the Company to purchase own shares | 118,971,000 | 98.70% | 1,566,567 | 1.30% | 120,537,567 | 298,901 | 62.22% |
Resolution 17: To authorise Directors to call a general meeting on not less than 14 days' notice | 120,058,801 | 99.59% | 493,453 | 0.41% | 120,552,254 | 284,214 | 62.23% |
Notes:
1) | The total number of Ordinary Shares of 0.25p each in the Company in issue at close of business on 4 June 2026 and the number used for the percentage of issued share capital voted was 193,712,927. |
2) | The votes "for" include those giving the Chair of the AGM discretion. |
3) | Votes "for" and "against" are expressed as a percentage of the number in the total votes cast column (excluding votes withheld). |
4) | A vote withheld is not a vote in law and is not counted in the calculation of votes "for" or "against" a resolution. |
Resolutions 3, and 6 to 9 (inclusive) related to the re-election of the Independent Directors. Under the UK Listing Rules, because the Controlling Shareholder Group together control in concert more than 30 per cent of the voting rights of the Company, the re-election of an Independent Director by shareholders must be approved by a majority of both: (i) the shareholders of the Company; and (ii) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Independent Directors who are not part of the Controlling Shareholder Group). The Company has separately counted the number of votes cast by the independent shareholders in favour of resolutions 3 and 6 to 9 (inclusive) and set out the votes cast below.
Resolution | Votes For | % | Votes Against | % | Votes Total (excluding withheld) | Votes Withheld |
Resolution 3: To re-elect Martin Hellawell as an Independent Non-Executive Director | 34,135,678 | 82.99% | 6,994,722 | 17.01% | 41,130,400 | 289,037 |
Resolution 6: To re-elect Sherry Coutu CBE as an Independent Non-Executive Director | 40,962,660 | 99.59% | 168,005 | 0.41% | 41,130,665 | 288,772 |
Resolution 7: To re-elect David Gammon as an Independent Non-Executive Director | 39,166,115 | 95.23% | 1,961,698 | 4.77% | 41,127,813 | 291,624 |
Resolution 8: To re-elect Rachel Izzard as an Independent Non-Executive Director | 41,048,042 | 99.79% | 84,562 | 0.21% | 41,132,604 | 286,833 |
Resolution 9: To re-elect Christopher Mairs as an Independent Non-Executive Director | 39,279,747 | 95.66% | 1,782,962 | 4.34% | 41,062,709 | 356,728 |
In accordance with UK Listing Rule 6.4.2R, copies of the resolutions comprising special business have been made available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For more information, please contact:
Raspberry Pi Holdings plc | |
Eben Upton, CEO, Richard Boult, CFO | Alma Strategic Communications |
Andy Bryant - IR | investors@raspberrypi.com |
Alma Strategic Communications | T: +44 (0)203 405 0205 |
Josh Royston, Caroline Forde, Hannah Campbell, Emma Thompson | raspberrypi@almastrategic.com |
Notes to Editor
Headquartered in Cambridge, UK, Raspberry Pi's mission is to put high-performance, low-cost, general-purpose computing platforms in the hands of enthusiasts and engineers all over the world.
Raspberry Pi is a full-stack engineering organisation, with research and development capabilities spanning the entire value chain, from semiconductor IP development, through semiconductor and electronic product design to software engineering and regulatory compliance. The high performance, low cost, and physical robustness of Raspberry Pi products make them suitable for a wide range of applications, across three distinct markets: Industrial and Embedded, Enthusiast and Education and Semiconductors. To date, over 73 million units have been sold.
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