Last checked at 28 Sep 2022 18:15
Press Release 28 September 2022
System1 Group PLC (AIM: SYS1)
("System1", or "the Company", or "the Group")
Result of Annual General Meeting
System1 Group PLC (AIM: SYS1), the marketing decision-making platform, announces the result of the Company's AGM that was held on Wednesday 28th September 2022. A poll was held on each of the resolutions proposed and the results of the poll are set out below. With the exception of resolutions 11 and 12, which failed to carry, all other resolutions were passed by shareholders.
The Board acknowledges the failure to pass resolutions 11 and 12 (which are special resolutions). The Board still considers the flexibility afforded by these authorities to be in the best interests of the Company and its shareholders and it will continue to consider its approach on this matter and engage with shareholders as appropriate. The Board also notes that these have each previously received support at past AGMs.
The Board further acknowledges that resolutions 6 and 7 received over 20% of votes against. The Board consulted with certain shareholders ahead of the AGM, and believes that the directors, as elected at today's AGM, possess a good mix of skills and experience necessary to oversee the Company and deliver its' strategy, but will specifically review the Board's composition as part of the previously announced strategic review.
Resolutions | Number of votes "For" | % of votes "For"
| Number of votes "Against" | % of votes "Against" | Number of votes "Withheld" | |
1 | To receive and adopt the Company's report and accounts for the financial year 2021/2022 | 9,653,077 | 100 | 0 | 0 | 0 |
2 | Receive, adopt and approve the Directors' Remuneration Report | 8,586,469 | 88.95 | 1,066,608 | 11.05 | 0 |
3 | To re-elect Mr John Kearon as a director | 9,651,212 | 99.99 | 1,265 | 0.01 | 600 |
4 | To re-elect Ms Sophie Tomkins as a director | 9,651,172 | 99.99 | 1,305 | 0.01 | 600 |
5 | To re-elect Chris Willford as a director | 7,138,665 | 95.73 | 318,765 | 4.27 | 2,195,647 |
6 | To re-elect Rupert Howell as a director | 6,304,603 | 65.32 | 3,347,874 | 34.68 | 600 |
7 | To elect Philip Machray as a director
| 5,788,672 | 60.24 | 3,820,754 | 39.76 | 43,651 |
8 | To elect Conrad Bona as a director | 9,651,212 | 99.99 | 1,265 | 0.01 | 600 |
9 | To reappoint RSM Audit UK LLP as auditors and authorise the directors to fix their remuneration | 9,649,879 | 99.97 | 2,598 | 0.03 | 600 |
10 | To authorise the directors to allot shares (section 551 Companies Act 2006) | 8,494,944 | 88.00 | 1,158,133 | 12 | 0 |
11 | Disapplication of pre-emption rights (section 570 Companies Act 2006) | 6,280,177 | 65.06 | 3,372,900 | 34.94 | 0 |
12 | Disapplication of pre-emption rights (section 570 Companies Act 2006) | 6,280,177 | 65.06 | 3,372,900 | 34.94 | 0 |
13 | To approve the purchase of the Company's own shares | 8,815,682 | 91.33 | 837,395 | 8.67 | 0 |
The Company can be found at www.system1group.com.
For further information, please contact:
System1 Group PLC | Tel: +44 (0)20 70431000 |
John Kearon, Chief Executive Officer |
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Chris Willford, Chief Financial Officer |
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Canaccord Genuity Limited (Nominated Adviser & Broker) | Tel: +44 (0)20 75238000 |
Simon Bridges / Andrew Potts |
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