W.A.G Payment Solutions PLC

AGM Information • May 26, 2022

National Storage Mechanism | Additional information

RNS Number : 9799M

Eurowag

26 May 2022

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

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