RASPBERRY PI HOLDINGS PLC

AGM Information • May 23, 2025

National Storage Mechanism | Additional information

RNS Number : 9889J

Raspberry Pi Holdings PLC

23 May 2025

The following amendment has been made to the 'Result of AGM' announcement released on 20 May 2025 at 13.27 under RNS No 4459J.

The RNS included the incorrect number of votes made by the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Independent Directors who are not part of the Controlling Shareholder Group) and omitted the number of votes made by Independent Directors for Resolution 4.

All other details remain unchanged.

The full amended text is shown below.

23 May 2025

Raspberry Pi Holdings plc

("Raspberry Pi" or "the Company")

CORRECTION: RESULTS OF ANNUAL GENERAL MEETING

The Company announces that, at the Annual General Meeting ("AGM") of the Company held on Tuesday 20 May 2025:

●             Resolutions 1 to 18 as set out in the Notice of AGM dated 17 April 2025 were passed

Resolutions 1 to 14 were proposed as Ordinary Resolutions and resolutions 15 to 18 were proposed as Special Resolutions.

The table below details votes cast on each resolution.

	Votes For	%	Votes Against	%	Total Votes (excluding withheld)	Votes Withheld	% of Issued Share Capital Voted
Ordinary Resolutions
Resolution 1 : To receive the Directors' Report and Accounts for YE 2024	154,320,474	100.00%	4,655	0.00%	154,325,129	61,909	79.79
Resolution 2 : To approve the Directors' Remuneration Report	154,315,505	99.97%	45,721	0.03%	154,361,226	25,812	79.81
Resolution 3 : To approve the Directors' Remuneration Policy	154,258,061	99.93%	100,525	0.07%	154,358,586	28,452	79.81
Resolution 4 : To elect Martin Hellawell as a Director	153,934,510	99.72%	428,601	0.28%	154,363,111	23,927	79.81
Resolution 5 : To elect Eben Upton as a Director	153,518,471	99.45%	853,643	0.55%	154,372,114	14,924	79.81
Resolution 6 : To elect Richard Boult as a Director	153,509,162	99.44%	861,601	0.56%	154,370,763	16,275	79.81
Resolution 7 : To elect Sherry Coutu as a Director	154,194,229	99.89%	176,731	0.11%	154,370,960	16,078	79.81
Resolution 8 : To elect David Gammon as a Director	154,230,383	99.91%	140,322	0.09%	154,370,705	16,333	79.81
Resolution 9 : To elect Rachel Izzard as a Director	154,189,959	99.88%	180,655	0.12%	154,370,614	16,424	79.81
Resolution 10 : To elect Christopher Mairs as a Director	154,180,578	99.91%	139,940	0.09%	154,320,518	66,520	79.79
Resolution 11 : To elect Daniel Labbad as a Director	154,263,774	99.93%	107,296	0.07%	154,371,070	15,968	79.81
Resolution 12 : To re-appoint Grant Thornton UK LLP as auditors of the Company	154,063,412	99.80%	309,203	0.20%	154,372,615	14,423	79.81
Resolution 13 :  To authorise the Audit Committee of the Company to fix the remuneration of the auditors	154,064,080	99.80%	302,358	0.20%	154,366,438	20,600	79.81
Resolution 14 : To authorise the Directors to allot shares	154,100,176	99.83%	264,161	0.17%	154,364,337	22,701	79.81
Resolution 15 : To authorise the Directors to dis-apply statutory pre-emption provisions on the allotment of shares	153,904,939	99.70%	458,727	0.30%	154,363,666	23,372	79.81
Resolution 16 : To dis-apply the pre-emption provisions for the purposes of acquisitions or capital investments	152,817,072	99.00%	1,547,920	1.00%	154,364,992	22,046	79.81
Resolution 17 : To authorise the Company to purchase own shares	154,294,884	99.97%	40,911	0.03%	154,335,795	51,243	79.79
Resolution 18 : To authorise Directors to call a general meeting on not less than 14 days' notice	153,761,809	99.60%	611,799	0.40%	154,373,608	13,430	79.81

Notes: 

1)	The total number of Ordinary Shares of 0.25p each in the Company in issue at close of business on 20 May 2025 and the number used for the percentage of issued share capital voted was 193,415,715.
2)	The votes "for" include those giving the Chair of the AGM discretion.
3)	Votes "for" and "against" are expressed as a percentage of the number in the total votes cast column (excluding votes withheld).
4)	A vote withheld is not a vote in law and is not counted in the calculation of votes "for" or "against" a resolution.

Resolutions 4, and 7 to 10 related to the election and re-election of the Independent Directors. Under the UK Listing Rules, because the Controlling Shareholder Group together control in concert more than 30 per cent. of the voting rights of the Company, the re-election of an Independent Director by shareholders must be approved by a majority of both: (i) the shareholders of the Company; and (ii) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Independent Directors who are not part of the Controlling Shareholder Group). The Company has separately counted the number of votes cast by the independent shareholders in favour of resolutions 7 - 10 and set out the votes cast below.  

Resolution	Votes For	%	Votes Against	%	Votes Total (excluding withheld)	Votes Withheld
Resolution 4 : To elect Martin Hellawell as a Director	57,178,291	99.26%	428,601	0.74%	57,606,892	23,927
Resolution 7 : To elect Sherry Coutu as a Director	57,438,010	99.69%	176,731	0.31%	57,614,741	16,078
Resolution 8 : To elect David Gammon as a Director	57,474,164	99.76%	140,322	0.24%	57,614,486	16,333
Resolution 9 : To elect Rachel Izzard as a Director	57,433,740	99.69%	180,655	0.31%	57,614,395	16,424
Resolution 10 : To elect Christopher Mairs as a Director	57,424,359	99.76%	139,940	0.24%	57,564,299	66,520

In accordance with UK Listing Rule 6.4.13R, copies of the resolutions comprising special business have been made available for inspection on the National Storage Mechanism at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

For more information, please contact:

Raspberry Pi Holdings plc
Eben Upton, CEO, Richard Boult, CFO	Via Alma Strategic Communications
Andy Bryant - IR	investors@raspberrypi.com
Alma Strategic Communications	T: +44 (0)203 405 0205
Josh Royston, Caroline Forde, Hannah Campbell	raspberrypi@almastrategic.com

Notes to Editor

Headquartered in Cambridge, UK, Raspberry Pi's mission is to put high-performance, low-cost, general-purpose computing platforms in the hands of enthusiasts and engineers all over the world.

Raspberry Pi is a full-stack engineering organisation, with research and development capabilities spanning the entire value chain, from semiconductor IP development, through semiconductor and electronic product design to software engineering and regulatory compliance. The high performance, low cost, and physical robustness of Raspberry Pi products make them suitable for a wide range of applications, across three distinct markets: Industrial and Embedded, Enthusiast and Education and Semiconductors. To date, over 60 million units have been sold.

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