GB GROUP PLC — AGM Information 2022

Jul 28, 2022

National Storage Mechanism | Additional information

RNS Number : 1237U

GB Group PLC

28 July 2022

28 July 2022

GB GROUP PLC

("GBG", "Group" or the "Company")

Results of AGM

GBG (AIM: GBG), the experts in digital location, identity verification and fraud software, announces that at its Annual General Meeting held earlier today the resolutions set out below (with the exception of resolutions 13 and 14) were passed by shareholders voting on a poll.

The number of votes received in respect of each resolution were as follows:

Resolution	Votes in favour	% in favour	Votes against	% against	Votes withheld	Total votes cast as % of Issued Share Register
1. Receive the annual report and accounts	195,249,401	100.00	1,200	0.00	137,628	77.40%
2. Declare a final dividend	195,205,865	99.91	169,707	0.09	3,657	77.45%
3. Re-appoint David Anthony Rasche	187,494,803	96.00	7,814,077	4.00	79,349	77.42%
4. Re-appoint Nicholas Richard Brown	193,671,584	99.13	1,695,596	0.87	21,049	77.45%
5. Appoint Bhavneet Singh	193,705,557	99.15	1,661,623	0.85	21,049	77.45%
6. Appoint Richard Longdon	194,246,123	99.43	1,121,057	0.57	21,049	77.45%
7. Receive and approve the Report on Directors' Remuneration	190,801,124	97.66	4,574,230	2.34	12,875	77.45%
8.  Approve Performance Share Plan	186,871,980	95.65	8,506,828	4.35	9,421	77.45%
9. Approve Restricted Share Plan	184,459,914	94.41	10,920,306	5.59	8,009	77.45%
10. Re-appoint Ernst & Young LLP as auditors	187,276,322	95.86	8,092,793	4.14	19,114	77.45%
11. Authorise directors to  determine auditor remuneration	192,444,883	98.50	2,934,901	1.50	8,445	77.45%
12. Authorise directors to allot shares	125,718,822	64.77	68,390,632	35.23	1,278,775	76.95%
*13. Authorise directors to disapply pre-emption up to 5%	131,663,135	68.01	61,931,131	31.99	1,793,963	76.74%
*14. Authorise directors to dis-apply pre-emption up to a further 5% in connection with acquisition or specified capital investment	130,389,373	67.35	63,204,931	32.65	1,793,925	76.74%
*15. Authorise directors to purchase shares	180,073,207	99.26	1,333,477	0.74	13,981,545	71.91%

(1)  A vote withheld is not a vote in law and is not counted in the calculation of the portion of votes in favour or against a resolution

(2)  *denotes special resolution

(3)  The Board notes that resolution 12, authority to allot shares, was passed with the necessary majority but received less than 80% of votes in favour. 

(4)  The Board notes that resolutions 13 and 14 are special resolutions and had 31.99% and 32.65% of votes cast against them respectively, and therefore did not pass.

(5)  In respect of resolutions 12, 13 and 14, GBG has engaged with its shareholders in order to understand the reasons behind the voting result and will continue to do so in the coming months. The Board takes seriously its responsibilities to represent the interests of shareholders and uphold the highest standards of corporate governance and is open to further constructive dialogue with shareholders and shareholder bodies.

-ENDS -

For further information, please contact:

GBG Chris Clark, CEO & David Ward, CFO Annabelle Burton, Company Secretary	+44 (0) 1244 657333 +44 (0) 7976 660181
Numis (Nominated Adviser and Corporate Broker) Simon Willis & Joshua Hughes	+44 (0) 0207 260 1000
Barclays (Corporate Broker) Stuart Jempson & Anusuya Nayar Gupta	+44 (0) 0207 029 8000
Tulchan Communications LLP (Financial PR) James Macey White & Matt Low	+44 (0) 20 7353 4200 GBG@tulchangroup.com
Website	www.gbgplc.com/investors

About GBG

We are the experts in digital location, identity and managing fraud risk and compliance. Helping organisations across the globe eliminate customer friction and fraud from their digital experiences. GBG develops and delivers digital identity, address verification, fraud prevention and compliance software to businesses globally.

Through the combination of the latest technology, the most accurate data and our unrivalled expertise, GBG helps organisations ranging from start-ups to the largest consumer and technology brands in the world deliver seamless experiences, so their customers can transact online with greater confidence.               

To find out more about how we help our customers establish trust with their customers visit www.gbgplc.com and follow us on LinkedIn and Twitter @gbgplc.

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