BIG Technologies PLC

AGM Information • Jun 18, 2025

National Storage Mechanism | Additional information

RNS Number : 4413N

Big Technologies PLC

18 June 2025

18 June 2025

Big Technologies plc

("Big Technologies" or "the Company")

Result of AGM and Litigation Update

Big Technologies plc, a leading specialist in electronic monitoring for the criminal justice and remote care sectors, today announces the results of its Annual General Meeting held on 18 June 2025 ("the AGM").

A poll was held on each of the resolutions and resolutions 1, 3, 4, 5 and 6, all of which were proposed as ordinary resolutions, were passed by the requisite majority of shareholders. Resolutions 2 and 7 which were proposed as ordinary resolutions, and resolutions 8, 9, 10 and 11 which were proposed as special resolutions were not passed.

The board of Directors of the Company (the "Board") takes shareholder votes very seriously and will engage with shareholders and shareholder advisory bodies as appropriate on the outcome of the resolutions above to ensure that their feedback informs the Company's future approach to these matters.  However, the Board would also like to draw shareholders' attention to the poll results below which show, in a standalone column, the percentage of votes cast for each resolution when excluding any votes cast by Sara Murray.  The Board is of the view that these percentage figures (the "Adjusted Figures") are more representative of general shareholder sentiment towards the proposed resolutions and, in particular demonstrate that, were it not for the votes cast against each of the following resolutions by Sara Murray:

·      Resolution 2 (to approve the Directors' Remuneration Report) would have passed and received the support of over 87% of shareholders who voted;

·      Resolution 3 (to elect Ian Johnson, CEO, as a Director) which was passed in any event, would have received the support of over 93% of shareholders who voted;

·      Resolution 4 (to elect Mike Johns, CFO, as a Director) which was passed in any event, would have received the support of over 93% of shareholders who voted; and

·      Resolution 7 (relating to the authority to allotment of ordinary shares in the Company) would have passed and received the support of over 64% of shareholders who voted.

The overwhelming support of shareholders (other than that of Sara Murray) for the election of Ian Johnson and Mike Johns as Directors provides the current board with a clear mandate.

The Company reported in its announcement of 5 June 2025 that Sara Murray is due to provide her defence on 25 June 2025. The Company now understands that she is seeking to further delay that deadline until 31 July 2025.

The results of the poll were as follows:

		Votes For*			Votes Against		Total Votes		Votes Withheld
	Number of votes		% of votes	% of votes excluding votes cast by Sara Murray	Number of votes	% of votes	Number of votes	% of issued share capital voted	Number of votes
1.    To receive the 2024 Annual Report and Accounts	218,604,558		97.99%	96.88%	4,491,279	2.01%	223,095,837	74.72%	4,008
2.    To Approve the Directors' Remuneration Report	91,923,957		49.80%	87.08%	92,675,901	50.20%	184,599,858	61.83%	38,499,987
3.    To elect Ian Johnson as a Director	134,112,095		60.13%	93.14%	88,918,712	39.87%	223,030,807	74.70%	69,038
4.    To elect Mike Johns as a Director	134,112,095		60.13%	93.14%	88,918,712	39.87%	223,030,807	74.70%	69,038
5.    To appoint Crowe U.K. LLP as auditor	218,603,791		97.99%	96.88%	4,492,046	2.01%	223,095,837	74.72%	4,008
6.    To authorise the Audit Committee to determine auditor's remuneration	218,603,791		97.99%	96.88%	4,492,046	2.01%	223,095,837	74.72%	4,008
7.    To authorise the Directors to allot relevant securities	92,207,996		41.33%	64.01%	130,887,841	58.67%	223,095,837	74.72%	4,008
8.    To authorise the Directors to disapply statutory pre-emption rights*	92,217,407		41.34%	64.02%	130,878,430	58.66%	223,095,837	74.72%	4,008
9.    To authorise the Company to make market purchases of its ordinary shares*	91,365,161		40.95%	63.42%	131,730,676	59.05%	223,095,837	74.72%	4,008
10.  To adopt new Articles of Association*	103,110,225		46.22%	71.58%	119,985,612	53.78%	223,095,837	74.72%	4,008
11.  To allow general meetings (other than AGMs) to be called on not less than 14 clear days' notice*	103,044,136		46.19%	71.53%	120,051,701	53.81%	223,095,837	74.72%	4,008

*Special Resolutions

Note 1: Any proxy appointments which gave discretion to the Chairman have been included in the "Votes For" total.

Note 2: The total number of ordinary shares in issue at the voting date is 298,568,721.  A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes for and against the resolution.

Note 3: The full text of all of the resolutions can be found in the Notice of Annual General Meeting which is available on the Company's website at www.bigtechnologies.co.uk .

Note 4: As announced by the Company on 10 June 2025, the Company has suspended the voting rights attached to certain shares in the Company (the "Affected Shares").  The poll results above therefore reflect these actions.  Such Affected Shares continue to count in the calculation of the total issued share capital of the Company as set out in Note 2 above.

Ordinary course resolutions

The Board notes that resolutions 7, 8, 9 and 11 were not approved by the Company's shareholders, in each case going against the Board's recommendation to shareholders.  The Company refers shareholders to the Adjusted Figures above.

The Board does not expect that the voting outcome in respect of such resolutions will have any effect on the operation of the Company's business over the course of the coming year.

Amendments to the Company's articles of association

The Company refers shareholders to the Adjusted Figures above.

Resolution 10 proposed certain amendments to the Company's articles of association which are often found in the articles of association of other listed companies.  The amendments would have introduced a new article dealing with the consequences of non-compliance with a notice served by the Company under section 793 of the Companies Act 2006 (the "Act"), which requires a person to respond to enquiries as to any interests they hold in shares in the Company.  

The Board is unsurprised that Sara Murray has voted against this resolution. The Company notes that it can, in any event, rely on the statutory procedure set out in section 794 of the Act to deal with any relevant non-compliance in respect of a section 793 notice.  

Directors' Remuneration Report

The Company refers shareholders to the Adjusted Figures above.

The Board will ensure that it consults with those who voted against the Directors' Remuneration Report so that the Board and shareholders can be in alignment as to the best path forwards. That exercise has already begun.  

The Board stands united in its commitment to acting in shareholders' best interests and will provide further updates as appropriate.

For further information please contact:

Big Technologies plc		+44 (0) 19 2360 1910
Alexander Brennan (Chairman)
Ian Johnson (Chief Executive Officer)
Zeus (Nominated Adviser and Joint Broker)		+44 (0) 203 829 5000
Dan Bate / Kieran Russell (Investment Banking)
Benjamin Robertson (Equity Capital Markets)
Singer Capital Markets (Joint Broker)		+44 (0) 207 496 3000
James Moat / James Todd (Investment Banking)

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGXVLFFEQLZBBK