28 September 2022
Baltic Classifieds Group PLC
(the "Company")
Results of Annual General Meeting
Baltic Classifieds Group PLC, (LSE: BCG), a leading online classifieds group in the Baltics, announces the results of the Company's Annual General Meeting ("AGM") held on 28 September 2022.
| Resolution |
Votes FOR (a) |
Votes AGAINST |
Total cast votes |
% of shares on register on record date |
Votes withheld (b) |
|||
| No. |
% |
No. |
% |
|||||
| 1. |
Receive the reports of the directors and auditor and the audited financial statements |
294,067,116 |
98.79 |
3,608,126 |
1.21 |
297,675,242 |
59.49 |
0 |
| 2. |
Approve the directors' Remuneration Report |
295,996,665 |
99.44 |
1,678,577 |
0.56 |
297,675,242 |
59.49 |
0 |
| 3. |
Approve the directors' remuneration policy |
289,702,212 |
97.77 |
6,618,726 |
2.23 |
296,320,938 |
59.22 |
1,354,304 |
| 4. |
Declare final dividend |
296,302,003 |
99.54 |
1,373,239 |
0.46 |
297,675,242 |
59.49 |
0 |
| 5. |
Elect Trevor Mather as a director |
281,699,912 |
94.63 |
15,975,330 |
5.37 |
297,675,242 |
59.49 |
0 |
| 6. |
Elect Justinas Šimkus as a director |
289,020,972 |
97.09 |
8,654,270 |
2.91 |
297,675,242 |
59.49 |
0 |
| 7. |
Elect Lina Mačienė as a director |
285,751,815 |
95.99 |
11,923,427 |
4.01 |
297,675,242 |
59.49 |
0 |
| 8. |
Elect Simonas Orkinas as a director |
289,020,972 |
97.09 |
8,654,270 |
2.91 |
297,675,242 |
59.49 |
0 |
| 9. |
Elect Ed Williams as a director (c) |
295,860,312 |
99.39 |
1,814,930 |
0.61 |
297,675,242 |
59.49 |
0 |
| 10. |
Elect Tom Hall as a director |
271,860,791 |
91.33 |
25,814,451 |
8.67 |
297,675,242 |
59.49 |
0 |
| 11. |
Elect Kristel Volver as a director (c) |
292,252,186 |
98.18 |
5,423,056 |
1.82 |
297,675,242 |
59.49 |
0 |
| 12. |
Elect Jurgita Kirvaitienė as a director (c) |
297,382,782 |
99.90 |
292,460 |
0.10 |
297,675,242 |
59.49 |
0 |
| 13. |
Appoint KPMG LLP as auditor |
285,003,113 |
95.74 |
12,672,129 |
4.26 |
297,675,242 |
59.49 |
0 |
| 14. |
Authorise the audit committee for and on behalf of the Board to determine the remuneration of the auditor |
295,282,851 |
99.20 |
2,392,391 |
0.80 |
297,675,242 |
59.49 |
0 |
| 15. |
Authorise the Company to make political donations |
293,392,315 |
98.56 |
4,282,927 |
1.44 |
297,675,242 |
59.49 |
0 |
| 16. |
Authorise the directors to allot shares |
297,645,746 |
99.99 |
29,496 |
0.01 |
297,675,242 |
59.49 |
0 |
| 17. |
Approve the waiver granted by the Panel on Takeovers and Mergers in relation to |
196,824,224 |
66.12 |
100,851,018 |
33.88 |
297,675,242 |
59.49 |
0 |
| 18. |
Authorise general disapplication of pre-emption rights (e) |
297,675,242 |
100.00 |
0 |
0.00 |
297,675,242 |
59.49 |
0 |
| 19. |
Authorise additional disapplication of pre-emption rights (e) |
294,027,116 |
98.77 |
3,648,126 |
1.23 |
297,675,242 |
59.49 |
0 |
| 20. |
Approve on-market purchases of own shares (e) |
294,067,116 |
98.79 |
3,608,126 |
1.21 |
297,675,242 |
59.49 |
0 |
| 21. |
Approve off-market purchases of own shares (d) (e) |
294,067,116 |
98.79 |
3,608,126 |
1.21 |
297,675,242 |
59.49 |
0 |
| 22. |
Approve 14 days' notice for general meetings (e) |
297,364,479 |
99.90 |
310,763 |
0.10 |
297,675,242 |
59.49 |
0 |
(a) The "FOR" proxy vote includes those giving the Chair discretion.
(b) A vote "Withheld" is not a vote in law and is not counted in the calculation of the proxy votes "FOR" or "AGAINST" the resolution.
(c) In accordance with Listing Rule 9.2.2ER, these resolutions were also passed on a poll of Independent Shareholders, therefore none of the members of the Concert Party (as defined in the Notice of Meeting) voted on it.
(d) As required under the City Code on Takeovers and Mergers, this resolution had to be passed by the Independent Shareholders, therefore none of the members of the Concert Party (as defined in the Notice of Meeting) voted on it.
(e) Special resolution requiring a 75% majority.
The Board notes that all resolutions were duly passed and would like to thank shareholders for their continued support. The Board also notes the outcome of the shareholder votes against Resolution 17 (the waiver granted by the Panel on Takeovers and Mergers in relation to share buyback authority). The Board understands the concerns of some shareholders around the Takeover Panel waiver, which was reflected in the votes on Resolution 17. However, it continues to believe that prompt return of cash to shareholders is of value to shareholders. The Board intends to engage with our shareholders to understand their views and publish an update within the next 6 months.
In accordance with the Financial Conduct Authority's Listing Rule 9.6.2, copies of all the resolutions passed by the Company's shareholders, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The total number of shares in issue on 26 September 2022, the deadline for casting votes by proxy in advance of the AGM, was 500,392,405 shares. 59.49 per cent of voting capital, including votes withheld, was instructed in respect of the resolutions put to the AGM. The full text of the resolutions can be found in the Notice of Annual General Meeting 2022, which is available on the Company's website at https://balticclassifieds.com/shareholder-meetings.
Enquiries
Baltic Classifieds Group PLC
Company Secretary: E-mail: cosec@balticclassifieds.com
Baltic Classifieds Group PLC LEI: 213800I1RPHCFSSQS969
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