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TERN PLC

AGM Information May 4, 2021

7958_dva_2021-05-04_09e2b064-faf2-401a-a8d7-901b0023141f.html

AGM Information

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National Storage Mechanism | Additional information

RNS Number : 5202X

Tern PLC

04 May 2021

4 May 2021

Tern Plc

("Tern" or the "Company")

Result of AGM

Tern Plc (AIM:TERN), the investment company specialising in the Internet of Things ("IoT"), announces that at the Company's Annual General Meeting ("AGM") held earlier today resolutions 1 to 4 and resolution 7 were voted on by a poll and were passed.  Details of the votes cast are set out in the table below.

Although a majority of the votes received were in favour of resolutions 5 and 6 in relation to the authority of the Directors to issue new Ordinary Shares and disapply pre-emption rights, the Chairman of the AGM, Ian Ritchie, after consultation with the Board, decided to withdraw these resolutions from being voted on at the AGM due to the low number of shareholder votes received and given that, on the basis of the proxy votes cast, resolution 6 (to grant the Directors the authority to issue shares for cash) would not have achieved the requisite number of votes to be passed.

In total, votes in respect of approximately 13.3% of the Company's issued share capital were received, which included approximately 6.4% of the issued share capital held by the Directors.  In light of votes being received from so few shareholders and the differing views of shareholders on the matters included in resolutions 5 and 6, the Board intends to further consult with shareholders and its advisers before submitting proposals on these matters to be voted on by shareholders at a General Meeting to be convened in due course.  Following the withdrawing of resolutions 5 and 6, the Directors do not currently have the authority to issue new ordinary shares for cash or generally.  The Company will also explore options to encourage wider shareholder participation in future voting.

The total number of Ordinary Shares of the Company in issue, each with one voting right, is 330,338,101 and the votes cast in respect of resolutions 1 to 4 and 7 were as follows:

Resolution For Against Total votes cast Votes withheld % of share capital voting
Total votes % Total votes %
1. To approve the Company's 2020 annual accounts 39,925,850 91.13% 3,886,940 8.87% 43,812,790 200,000 13.26%
2. To re-appoint Nexia Smith & Williamson as the Company's auditors 39,928,328 91.13% 3,884,462 8.87% 43,812,790 200,000 13.26%
3. To reappoint Ian Ritchie as a director 39,435,500 90.16% 4,306,290 9.84% 43,741,790 271,000 13.24%
4. To reappoint Bruce Leith as a director 39,435,500 90.05% 4,356,290 9.95% 43,791,790 221,000 13.26%
7. Authorisation to make market purchases of the Company's shares 34,775,458 80.04% 8,674,263 19.96% 43,449,721 563,069 13.15%

Enquiries

Tern Plc

Al Sisto (CEO)

Sarah Payne (CFO)
via IFC Advisory
Allenby Capital Limited

(Nominated Adviser and Broker)

David Worlidge / Alex Brearley (Corporate Finance)

Matt Butlin / Kelly Gardiner (Sales and Corporate Broking)
Tel: 0203 328 5656
IFC Advisory

(Financial PR and IR)

Tim Metcalfe

Graham Herring

Florence Chandler
Tel: 0203 934 6630

[email protected]

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