PensionBee Group plc
Incorporated in England and Wales
Registration Number: 13172844
LEI: 2138008663P5FHPGZV74
ISIN: GB00BNDRLN84
19 May 2022
PensionBee Group plc
Results of 2022 Annual General Meeting
PensionBee Group plc (the "Company") announces the results of the voting by a poll on the resolutions put to its Annual General Meeting ("AGM") held at 2.00 p.m. on Wednesday 18 May 2022.
Resolutions 1 to 13 were passed as ordinary resolutions and resolutions 14 to 17 were passed as special resolutions.
In accordance with UK Listing Rule 9.6.2, a copy of the resolutions passed at the AGM, other than resolutions concerning ordinary business, will be submitted to the Financial Conduct Authority's National Storage Mechanism and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The total number of votes received on each resolution was as follows:
| PensionBee Group plc Annual General Meeting - 18 May 2022 - Poll Result | |||||||
|
| Votes For (Notes 1, 2) | Votes Against (Note 2) | Votes Withheld (Note 3) | Total Votes Cast (Note 4) | Total Votes Cast as a % of Issued Share Capital (Note 5) | ||
| Resolution | No. of Shares | % | No. of Shares | % | |||
| 1. To receive the Company's Annual Report and Financial Statements 2021 | 150,419,237 | 100.00 | 5,088 | 0.00 | 818 | 150,424,325 | 67.65 |
| 2. To approve the Director's Remuneration Report | 149,226,168 | 99.20 | 1,196,795 | 0.80 | 1,423 | 150,422,963 | 67.65 |
| 3. To approve the Director's Remuneration Policy | 149,223,138 | 99.20 | 1,196,795 | 0.80 | 4,302 | 150,419,933 | 67.65 |
| 4. To appoint Romi Savova as an Executive Director | 150,412,600 | 99.99 | 10,612 | 0.01 | 1,726 | 150,423,212 | 67.65 |
| 5. To appoint Jonathan Lister Parsons as an Executive Director | 150,409,268 | 99.99 | 13,944 | 0.01 | 1,726 | 150,423,212 | 67.65 |
| 6. To appoint Mark Wood CBE as an Independent Non-Executive Director | 150,201,917 | 99.85 | 221,144 | 0.15 | 1,877 | 150,423,061 | 67.65 |
| 7. To appoint Mary Francis CBE as an Independent Non-Executive Director | 150,407,024 | 99.99 | 16,945 | 0.01 | 1,575 | 150,423,969 | 67.65 |
| 8. To appoint Michelle Cracknell CBE as an Independent Non-Executive Director | 150,406,569 | 99.99 | 16,643 | 0.01 | 1,726 | 150,423,212 | 67.65 |
| 9. To appoint Lara Oyesanya FRSA as an Independent Non-Executive Director | 150,406,418 | 99.99 | 16,794 | 0.01 | 1,726 | 150,423,212 | 67.65 |
| 10. To re-appoint Deloitte LLP as the Company's auditor | 150,412,554 | 99.99 | 10,863 | 0.01 | 2,127 | 150,423,417 | 67.65 |
| 11. To authorise the Directors to determine the auditor's remuneration | 150,412,595 | 99.99 | 10,216 | 0.01 | 1,575 | 150,422,811 | 67.65 |
| 12. To authorise the Directors to allot shares | 144,648,452 | 99.32 | 994,226 | 0.68 | 4,782,109 | 145,642,678 | 65.50 |
| 13. To authorise the Directors to make Political Donations | 145,241,668 | 99.78 | 320,732 | 0.22 | 4,863,144 | 145,562,400 | 65.47 |
| 14. To authorise Directors to dis-apply pre-emption rights | 144,482,180 | 99.32 | 995,384 | 0.68 | 4,867,040 | 145,477,564 | 65.43 |
| 15. To authorise additional authority to dis-apply statutory pre-emption rights | 144,483,861 | 99.32 | 993,703 | 0.68 | 4,867,040 | 145,477,564 | 65.43 |
| 16. To authorise the calling of general meetings on 14 days' notice | 150,328,903 | 99.94 | 90,672 | 0.06 | 4,151 | 150,419,575 | 67.65 |
| 17. To adopt amended Articles of Association | 135,522,530 | 90.10 | 14,895,350 | 9.90 | 4,991 | 150,417,880 | 67.65 |
| Independent Shareholder Votes Only * | |||||||
| 6. To appoint Mark Wood CBE as an Independent Non-Executive Director * | 56,661,917 | 99.61 | 221,144 | 0.39 | 1,877 | 56,883,061 | 44.41 |
| 7. To appoint Mary Francis CBE as an Independent Non-Executive Director * | 56,867,024 | 99.97 | 16,945 | 0.03 | 1,575 | 56,883,969 | 44.41 |
| 8. To appoint Michelle Cracknell CBE as an Independent Non-Executive Director * | 56,866,569 | 99.97 | 16,643 | 0.03 | 1,726 | 56,883,212 | 44.41 |
| 9. To appoint Lara Oyesanya FRSA as an Independent Non-Executive Director * | 56,866,418 | 99.97 | 16,794 | 0.03 | 1,726 | 56,883,212 | 44.41 |
Notes:
1. Any proxy appointments which gave discretion to the Chair have been included in Votes For.
2. Votes For and Votes Against are expressed as a percentage of Total Votes Cast, which includes Votes For and Votes Against, but excludes the Votes Withheld. Percentages are rounded to 2 decimal places.
3. A Vote Withheld is not a vote in law and is not counted in the calculation of the Votes For or Votes Against a resolution.
4. Total Votes Cast includes the Votes For and Votes Against, but excludes the Votes Withheld.
5. Total Votes Cast as a % of Issued Share Capital is based on 222,348,306 PensionBee Group plc ordinary shares in issue as at 18 May 2022. Ordinary shareholders are entitled to one vote per share held.
* Under the Listing Rules, because Romi Savova is a controlling shareholder of the Company (that is, she exercises or controls more than 30% of the voting rights of the Company), the election of any independent director by shareholders must be approved by a majority vote of both: (1) the shareholders of the Company; and (2) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company). Under the Listing Rules, anyone who holds shares in the Company and is deemed to be acting in concert with Romi Savova is also treated as a controlling shareholder for the purposes of these voting requirements. Therefore, the votes of these persons have also be excluded when calculating the votes of the independent shareholders. Resolutions 6 to 9 were therefore proposed as ordinary resolutions which all shareholders may vote on, but in addition, the Company has separately counted the number of votes cast by independent shareholders in favour of the resolutions (as a proportion of the total votes of independent shareholders cast on the resolutions) to determine whether the second threshold referred to in (2) has been met.
Enquiries
Tulchan Communications
James Macey White
Elizabeth Snow
Laura Marshall
+44 (0)20 7353 4200
PensionBee Investor Relations
About PensionBee
PensionBee is a leading online pension provider, enabling customers to interact with their savings through its unique combination of smart technology and dedicated customer service.
Since it was founded in 2014 by Romi Savova, PensionBee has been a challenger in an industry ripe for disruption. It has grown rapidly by helping consumers to solve the challenges they face when it comes to locating, combining and managing their pension savings. PensionBee counts 138,000 Invested Customers from 18-80 years of age with £2.75 billion in Assets under Administration as at 31 March 2022. Its range of pension plans are tailored to its customers and are managed by some of the world's largest money managers including BlackRock, HSBC, Legal & General and State Street Global Advisors.
PensionBee uses its proprietary technology and Open APIs to allow customers to manage their pension easily, view their live balance, and with the help of a smart calculator to plan their savings, make contributions and withdrawals online, all with transparency on fees. It continuously engages with customers through its dedicated customer account managers using jargon-free communication and listens to feedback to develop new tools which help customers to easily plan for their retirement. PensionBee has consistently maintained a Customer Retention Rate and an AUA Retention Rate of >95% and an Excellent Trustpilot rating.
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