Alphawave IP Group plc
Result of Annual General Meeting
All Resolutions Approved
Alphawave IP Group plc (the "Company") announces that at its annual general meeting ("AGM") held earlier today at the offices of Linklaters LLP, One Silk St, London EC2Y 8HQ, each of the resolutions as set out in the Notice of AGM were passed by the requisite majority. Each of the resolutions put to the AGM was voted on by a poll of shareholders. The results received for each resolution were as follows:
| No. | Resolution
| For | Against
| Votes Withheld | Total issued share capital instructed | ||
| Number of shares | % | Number of shares | % | Number of shares | % | ||
| 1 | To receive the Directors' Report, Auditor's Report and Financial Statements for the year ended 31 December 2023. | 578,954,715 | 99.99 | 74,949 | 0.01 | 146,379 | 78.71 |
| 2 | To approve the Directors' Remuneration Report. | 569,908,708 | 98.43 | 9,106,163 | 1.57 | 161,172 | 78.71 |
| 3 | To re-elect John Lofton Holt as a Director of the Company. | 575,722,129 | 99.41 | 3,402,217 | 0.59 | 51,697 | 78.73 |
| 4 | To re-elect Tony Pialis as a Director of the Company. | 577,367,625 | 99.70 | 1,756,721 | 0.30 | 51,697 | 78.73 |
| 5 | To re-elect Sehat Sutardja as a Director of the Company. | 553,887,264 | 95.65 | 25,189,243 | 4.35 | 99,536 | 78.72 |
| 6 | To re-elect Jan Frykhammar as a Director of the Company. | 523,511,862 | 90.60 | 54,320,008 | 9.40 | 1,344,173 | 78.55 |
| 7 | To re-elect Michelle Senecal de Fonseca as a Director of the Company. | 574,912,741 | 99.49 | 2,919,130 | 0.51 | 1,344,172 | 78.55 |
| 8 | To elect David Reeder as a Director of the Company. | 576,587,246 | 99.78 | 1,244,624 | 0.22 | 1,344,173 | 78.55 |
| 9 | To re-appoint KPMG LLP as Auditors of the Company. | 558,569,636 | 99.41 | 3,306,852 | 0.59 | 1,306,167 | 76.38 |
| 10 | To authorise the Audit Committee to determine the Auditor's remuneration. | 577,774,730 | 99.98 | 93,511 | 0.02 | 1,307,802 | 78.56 |
| 11 | To authorise the Company to make political donations. | 562,206,172 | 99.83 | 962,241 | 0.17 | 14,242 | 76.56 |
| 12 | To authorise the Directors to allot shares. | 573,792,322 | 99.29 | 4,081,055 | 0.71 | 1,302,666 | 78.56 |
| 13* | To authorise the Directors to disapply pre-emption rights without restriction as to use. | 574,242,170 | 99.39 | 3,528,916 | 0.61 | 1,404,957 | 78.54 |
| 14* | To authorise the Directors to disapply pre-emption rights for acquisitions or specified capital investments. | 575,552,126 | 99.38 | 3,606,987 | 0.62 | 16,930 | 78.73 |
| 15* | To authorise the Company to purchase own shares. | 579,152,302 | 100.00 | 21,764 | 0.00 | 1,977 | 78.73 |
| 16 | To approve the Rule 9 Buyback Waiver Resolution. | 184,945,680 | 66.42 | 93,498,541 | 33.58 | 138,867 | 37.85 |
| 17 | To approve the Rule 9 LTIP Waiver Resolution. | 252,373,903 | 90.64 | 26,061,853 | 9.36 | 147,332 | 37.85 |
| 18* | To authorise the Company to call a general meeting on not less than 14 clear days' notice. | 573,404,634 | 99.03 | 5,642,913 | 0.97 | 128,496 | 78.72 |
| *Special Resolution | |||||||
In accordance with the provisions of the City Code, each member of the Founder Concert Party (being John Lofton Holt, Rajeevan Mahadevan, Tony Pialis, and Jonathan Rogers), is considered to be interested in the outcome of Resolution 16 (the Rule 9 Waiver Resolution) and Resolution 17 (the LTIP Waiver Resolution). Accordingly, each of them has not voted on these resolutions. The two Resolutions have therefore been approved by a majority of the votes cast by the independent shareholders of the Company.
Since the 2023 AGM the Company has engaged with shareholders regarding Resolution 16 - The Rule 9 Waiver and is delighted that the resolution passed with 66.42% of participating independent shareholders voting in favour. However as 33.58% of participating independent shareholders voted against Resolution 16, the Board will continue to engage as appropriate with those shareholders who did not support the Resolution in order to understand the reasons for their vote against the proposal and to continue a transparent and constructive dialogue in this area.
The Board continues to consider that the ability for the Company to buy back shares is in the best interests of all shareholders, particularly in light of the current share price levels, which presents an opportunity to generate attractive returns for all shareholders through allocating capital to buying back ordinary shares.
| NOTES:
| |
| | |
| 1. | Votes "For" and "Against" any resolution are expressed as a percentage (rounded to two decimal places) of votes validly cast for that resolution.
|
| 2. | A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the total capital instructed.
|
| 3. | The number of shares in issue at close of business on 24 June 2024 was 735,613,437. There were no shares held in treasury. The total number of voting rights in the Company is therefore 735,613,437. Up to 78.73% of voting capital was instructed (excluding votes withheld). |
| 4. | The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at https://www.awaveip.com/en/investors/ |
| 5. | The full text of resolutions 1-18 can be found in the 2024 Notice of Annual General Meeting and Explanatory Circular to Shareholders, which has previously been submitted to the National Storage Mechanism and is available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism |
| 6. | These poll results (which include proxy results lodged before the AGM) will be available shortly on the Company's website at https://www.awaveip.com/en/investors/ |
For further information about this announcement please contact:
Kim Clear
Company Secretary
Email: cm-alphawave@linkgroup.co.uk
LEI: 213800ZXTO21EU4VMH37
25 June 2024
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