15 Oct 2021 15:28
TUNGSTEN CORPORATION PLC
("Tungsten" or the "Company")
15 October 2021
For Immediate Release
Result of AGM
The Company announces the outcome of votes cast by means of a poll in respect of the resolutions put to the Annual General Meeting held at 11.00 am on Friday 15 October 2021. The table below gives details of the results of the poll in respect of the ordinary resolutions (resolutions 1 to 8) and special resolutions (resolutions 9 to 11) set out in the Company's notice of AGM dated 20 September 2021.
Resolution | Total Votes For * | Total Votes Against | Total VotesWithheld ** |
1. To receive and adopt the Company's financial statements and Directors' and Auditors' reports for the year ended 30 April 2021 | 76,708,263 (100%)
| 0 (0.00%)
| 66,085 (0.09%)
|
2. To approve the Directors' Remuneration Report for the year ending 30 April 2021 | 55,885,446 (72.86%) | 20,816,076 (27.14%) | 72,826 (0.09%) |
3. To elect Mr Andrew Coulsen as a director of the Company. | 76,700,408 (100%) | 3,078 (0.00%) | 70,862 (0.09%) |
4. To elect Mr Paul Cooper as a director of the Company. | 76,701,008 (100%) | 2,478 (0.00%) | 70,862 (0.09%) |
5. To re-elect Mr Tony Bromovsky as a director of the Company. | 55,883,010 (75.75%) | 17,894,393 (24.25%) | 2,996,945 (4.06%) |
6. To appoint BDO LLP as auditors | 76,701,801 (100%) | 600 (0.00%) | 71,947 (0.09%) |
7. To authorise the Directors to set the auditors' remuneration | 76,706,270 (100%) | 3,078 (0.00%) | 65,000 (0.08%) |
8. Authority to allot shares | 59,663,667 (77.78%) | 17,045,681 (22.22%) | 65,000 (0.08%)
|
9. General authority to disapply pre-emption rights (special resolution) | 59,657,805 (77.78%) | 17,045,681 (22.22%) | 70,862 (0.09%) |
10. Additional authority to disapply pre-emption rights for purposes of acquisitions or specified capital investments (special resolution) | 59,657,805 (77.78%) | 17,045,681 (22.22%) | 70,862 (0.09%) |
11. Authority to purchase own shares (special resolution) | 76,705,785 (100%) | 3,563 (0.00%) | 65,000 (0.08%) |
* Includes discretionary votes.
** A vote withheld is not treated as a vote in law and would not be counted in the calculation of the proportion of the votes cast for or against a resolution
The Board would like to thank shareholders for their engagement with the resolutions passed at the AGM.
The Board notes that:
• Resolution 2 (to approve the Director's Remuneration Report for the year ended 30 April 2021), and Resolution 5 (to re-elect Mr Tony Bromovsky), which were ordinary resolutions, passed with a majority of less than 80% (receiving votes in favour of 72.86% and 75.75% respectively); and
• Resolutions 8 (authority to allot shares), 9 (general authority to disapply pre-emption rights), and 10 (additional authority to disapply pre-emption rights for purposes of acquisitions or specified capital investments), which were special resolutions, passed with a majority of less than 80% (each receiving votes in favour of 77.78%).
In accordance with the QCA corporate Governance Code, the Board confirms that it will consult and engage with the relevant shareholders to understand and discuss their concerns with respect to these resolutions.
Defined terms used in this announcement shall have the meanings set out in the AGM Notice.
As at the date of the AGM, there were 126,537,962 shares in issue, also being the total voting rights of the Company. The Company's Articles of Association set out that every member who is present in person or by proxy shall have one vote for every share of which he is the holder on a poll. The scrutineer of the poll was Equiniti Limited.
Enquiries
Tungsten Corporation plc Paul Cooper, Chief Executive Officer Ian Kelly, Chief Finance Officer
| +44 20 7280 6980
|
Canaccord Genuity Limited (Broker and Nominated Adviser) Simon Bridges/Andrew Potts
| +44 20 7523 8000
|
Tavistock Communications Financial PR & IR Heather Armstrong Jos Simson Katie Hopkins | +44 20 7920 3150 |
About Tungsten Corporation plc
Tungsten Corporation (AIM: TUNG) is the world's largest, compliant business transaction network. A leading global electronic invoicing and purchase order transactions network; Tungsten's mission is centred on enabling a touchless invoice process allowing businesses around the globe to gain maximum value from their invoice process.
Tungsten processes invoices for 74% of the FTSE 100 and 71% of the Fortune 500. It enables suppliers to submit tax compliant e-invoices in 54 countries, and last year processed transactions worth over £220 billion for organisations such as Caesars Entertainment, Computacenter, GlaxoSmithKline, Kraft Foods, Mohawk Industries, Mondelēz International, Procter & Gamble, Shaw Industries, Unilever and the US Federal Government.
Founded in 2000 and headquartered in London, Tungsten has offices in the US, Bulgaria and Malaysia, employing over 227 people.