26 May 2022 15:54
26 May 2022
W.A.G payment solutions plc
("Eurowag" or the "Company")
Poll Results of the Annual General Meeting
Following its Annual General Meeting ("AGM") held on 26 May 2022, the Directors of W.A.G payment solutions plc are pleased to announce that all the proposed resolutions as set out in the Notice of Annual General Meeting were passed on a poll of votes.
Total votes received from shareholders by the Company either in advance of or as voted for at the meeting, were as set out below:
Resolution | 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 the period ended 31 December 2021. | 598,902,605 | 100.00 | 0 | 0.00 | 598,902,605 | 86.93 | 0 |
2. | To receive and approve the Directors' Remuneration Report for the period ended 31 December 2021. | 598,883,306 | 100.00 | 19,299 | 0.00 | 598,902,605 | 86.93 | 0 |
3. | To receive and approve the Directors' Remuneration Policy | 598,900,680 | 100.00 | 1,925 | 0.00 | 598,902,605 | 86.93 | 0 |
4. | To elect Paul Manduca as a Director. | 598,134,605 | 99.87 | 768,000 | 0.13 | 598,902,605 | 86.93 | 0 |
5. | To elect Martin Vohánka as a Director. | 598,902,605 | 100.00 | 0 | 0.00 | 598,902,605 | 86.93 | 0 |
6. | To elect Magdalena Bartoś as a Director. | 598,902,605 | 100.00 | 0 | 0.00 | 598,902,605 | 86.93 | 0 |
7. | To elect Mirjana Blume as a Director. | 598,902,605 | 100.00 | 0 | 0.00 | 598,902,605 | 86.93 | 0 |
8. | To elect Sharon Baylay-Bell as a Director. | 598,902,605 | 100.00 | 0 | 0.00 | 598,902,605 | 86.93 | 0 |
9. | To elect Caroline Brown as a Director. | 598,885,231 | 100.00 | 17,374 | 0.00 | 598,902,605 | 86.93 | 0 |
10. | To elect Susan Hooper as a Director. | 598,902,605 | 100.00 | 0 | 0.00 | 598,902,605 | 86.93 | 0 |
11. | To elect Morgan Seigler as a Director | 598,902,605 | 100.00 | 0 | 0.00 | 598,902,605 | 86.93 | 0 |
12. | To appoint PricewaterhouseCoopers LLP as auditor of the Company. | 598,902,605 | 100.00 | 0 | 0.00 | 598,902,605 | 86.93 | 0 |
13. | To authorise the Audit and Risk Committee to determine the remuneration of the Auditor. | 598,902,605 | 100.00 | 0 | 0.00 | 598,902,605 | 86.93 | 0 |
14. | To authorise the Company to make political expenditure and donations. | 598,899,655 | 100.00 | 2,950 | 0.00 | 598,902,605 | 86.93 | 0 |
15. | To approve the Rule 9 Waiver. (see Note 6). | 226,658,519 | 84.04 | 43,049,065 | 15.96 | 269,707,584 | 83.17 | 0 |
16. | To authorise the Directors to allot shares in the Company, in accordance with section 551 of the Companies Act 2006. | 569,749,979 | 95.13 | 29,152,626 | 4.87 | 598,902,605 | 86.93 | 0 |
17. | To authorise the Directors to disapply pre-emption rights, in accordance with 561 of the Companies Act 2006. | 567,200,067 | 95.12 | 29,113,522 | 4.88 | 596,313,589 | 86.56 | 2,589,016 |
18. | To authorise the Directors to disapply pre-emption rights up to a further 5% for the purposes of acquisitions or capital investments. | 557,788,574 | 95.04 | 29,113,522 | 4.96 | 586,902,096 | 85.19 | 12,000,509 |
19. | To authorise the Company to purchase its own ordinary shares. | 569,789,083 | 95.14 | 29,113,522 | 4.86 | 598,902,605 | 86.93 | 0 |
20. | To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice. | 598,838,577 | 99.99 | 64,028 | 0.01 | 598,902,605 | 86.93 | 0 |
Resolutions 4 and 7 to 10 - 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.
4. | To elect Paul Manduca as a Director. | 268,939,584 | 99.72 | 768,000 | 0.28 | 269,707,584 | 74.98 | 0 |
7. | To elect Mirjana Blume as a Director. | 269,707,584 | 100.00 | 0 | 0.00 | 269,707,584 | 74.98 | 0 |
8. | To elect Sharon Baylay-Bell as a Director. | 269,707,584 | 100.00 | 0 | 0.00 | 269,707,584 | 74.98 | 0 |
9. | To elect Caroline Brown as a Director. | 269,690,210 | 99.99 | 17,374 | 0.01 | 269,707,584 | 74.98 | 0 |
10. | To elect Susan Hooper as a Director. | 269,707,584 | 100.00 | 0 | 0.00 | 269,707,584 | 74.98 | 0 |
Notes
1. Full details of the resolutions are set out in the Notice of Annual General Meeting dated 26 May 2022 (which is available at: https://investors.eurowag.com/sites/euroirst/files/2022-03/eurowag-notice-of-annual-general-meeting.pdf)
2. Resolutions 1 to 16 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 17 to 20 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 688,911,333 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 15 above exclude the members of the Concert Party in the total votes.
7. Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Computershare Company Secretarial Services Limited
07966 711602
Eurowag-UKCoSec@computershare.co.uk
Company Secretary
Wag Payment (WPS)