30 June 2025
Pinewood Technologies Group PLC ("the Company") Results of Annual General Meeting & General MeetingThe Annual General Meeting of the Company was held on Monday 30 June at 12.45pm. The results of each resolution are set out in the table below.
All resolutions were passed on a poll. Resolutions 1 to 13 were passed as ordinary resolutions and resolutions 14 to 17 were passed as special resolutions.
Resolution | Votes For | % For (to 2 d.p) | Votes Against | % Against (to 2 d.p) | Votes Withheld |
1. To receive the annual accounts and Directors' and Auditors Reports for the eleven-month period ended 31 December 2024 | 82,612,520 | 99.99% | 11,935 | 0.01% | 13,624 |
2. To approve the directors' remuneration report for the eleven-month period ended 31 December 2024 | 74,885,016 | 91.95% | 6,555,845 | 8.05% | 1,197,218 |
3. To re-elect Mr I F Filby as a director | 72,240,055 | 87.42% | 10,397,823 | 12.58% | 201 |
4. To re-elect Mr W Berman as a director | 71,167,422 | 86.12% | 11,470,456 | 13.88% | 201 |
5. To re-appoint Mr O Mann as a director | 71,167,623 | 86.12% | 11,470,255 | 13.88% | 201 |
6. To re-elect Mr B M Small as a director | 74,620,106 | 90.85% | 7,514,178 | 9.15% | 503,795 |
7. To re-elect Mr D Exler as a director | 78,889,546 | 95.46% | 3,748,332 | 4.54% | 201 |
8. To re-elect Ms J Bird as a director | 73,452,317 | 88.99% | 9,085,561 | 11.01% | 100,201 |
9. To re-elect Mr C Holzshu as a director | 62,060,432 | 75.65% | 19,973,622 | 24.35% | 604,025 |
10. To re-appoint Mr G Hines as a director | 69,105,458 | 83.62% | 13,532,420 | 16.38% | 201 |
11. To re-appoint RSM UK Audit LLP as auditor of the Company | 82,624,630 | 99.98% | 13,379 | 0.02% | 70 |
12. To authorise the directors to determine the remuneration of the auditors | 82,625,114 | 99.98% | 12,895 | 0.02% | 70 |
13. To authorise the Directors to allot shares in the Company | 82,622,674 | 99.98% | 15,335 | 0.02% | 70 |
14. General authority for disapplication of pre-emption rights | 82,118,870 | 99.37% | 519,003 | 0.63% | 206 |
15. Additional authority for disapplication of pre-emption rights | 78,878,165 | 95.57% | 3,655,737 | 4.43% | 104,177 |
16. To authorise the Company to make market purchases of its shares | 82,623,219 | 99.98% | 14,790 | 0.02% | 70 |
17. To authorise the directors to call a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice | 81,192,616 | 98.25% | 1,445,393 | 1.75% | 70 |
The Board notes that, while resolution 9 was passed with the requisite majority, it received less than 80% of votes in favour. The Board believes that Chris Holzshu is a significant asset to the business, who brings long-standing industry experience and is making important contributions to the committees of which he is a member.
The Company will consult with those shareholders who voted against the resolution to understand their specific concerns. In accordance with the UK Corporate Governance Code, the Company will publish a further statement detailing the outcome of its shareholder engagement in relation to these resolutions, including any actions taken as a result, within six months of the 2025 AGM, with a final summary to be included in the Company's next annual report and accounts.
In addition, a General Meeting of the Company was held immediately after the Annual General Meeting and the results of each resolution are set out in the table below.
All resolutions were passed on a poll.
Resolution | Votes For | % For (to 2 d.p) | Votes Against | % Against (to 2 d.p) | Votes Withheld |
1. To approve the Acquisition Waiver Resolution | 60,410,645 | 99.71% | 177,498 | 0.29% | 921 |
2. To approve the allotment of the New Ordinary Shares | 60,409,889 | 99.70% | 179,156 | 0.30% | 19 |
3. Subject to the approval of Resolution 1 and the approval of the buyback authority at the Annual General Meeting, to approve the Buyback Waiver Resolution | 60,411,426 | 99.71% | 177,498 | 0.29% | 140 |
In accordance with the Takeover Code, following the passing of the Waiver Resolutions, on Admission the Concert Party will hold 36,803,175 Ordinary Shares, equivalent to approximately 32.0 per cent of the Enlarged Share Capital. In addition, in the event that the Company utilises the maximum amount of the Buyback Authority, other than in relation to Ordinary Shares held by the Concert Party, based on
the Enlarged Share Capital immediately following completion of the Acquisition, the Concert Party would be interested in up to approximately 35.5 per cent of the issued share capital of the Company. Capitalised terms in this section have the meaning give to them in the circular published on 6 June 2025 and posted to shareholders of the Company.
In accordance with UK Listing Rule 6.4.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The results will also be made available on the Company's website at https://pinewood.ai/
OLIVER MANN CHIEF FINANCIAL OFFICER 30 June 2025Enquiries: Headland Henry Wallers Tel: 0203 805 4822
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