21 June 2021
Gresham Technologies plc
Resolutions Passed at General Meeting 21 June 2021
The following is a copy of the resolutions that were passed at the General Meeting of Gresham Technologies plc (the "Company") held today. All resolutions were duly passed by shareholders by means of a poll vote.
Ordinary resolution
- THAT the proposed acquisition by Gresham Enterprise Storage, Inc., a subsidiary undertaking of the Company, of all of the issued and outstanding shares of common stock of Electra Information Systems, Inc. pursuant to the terms of and subject to the conditions contained in the Stock Purchase Agreement (particulars of which are summarised in the Circular), be and is hereby approved and that the directors of each of the Company and Gresham Enterprise (or any duly authorised committee thereof) be and are hereby authorised to make any non-material amendments, variations, waivers or extensions to the terms of the Acquisition or the Stock Purchase Agreement and to take all such steps and to do all such things which, in each case they, in their absolute discretion, consider necessary, appropriate or desirable to implement, or in connection with, the Acquisition including, without limitation, the waiver of any conditions to the Stock Purchase Agreement and to carry the same into effect.
Special resolutions
-
- THAT, subject to and conditional upon the passing of Resolution 1, in accordance with section 570 of the Companies Act, the Directors be generally empowered to allot equity securities (as defined in section 560(1) of the Companies Act) which are the subject of the authority conferred by resolution 12 passed by shareholders at the Annual General Meeting of the Company held on 10 May 2021 (the "AGM Resolution"), as if section 561(1) of the Companies Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £625,000, being approximately 18 per cent. of the current issued share capital of the Company, pursuant to the terms of the Placing announced by the Company on 28 May 2021 and, unless previously renewed, extended, varied or revoked by the Company, shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company and the date falling 15 months from the passing of this resolution.
-
- THAT, subject to and conditional upon the passing of Resolutions 1 and 2, in accordance with section 570 of the Companies Act, the Directors be generally empowered to allot equity securities (as defined in section 560(1) of the Companies Act) which are the subject of the authority conferred by the AGM Resolution, as if section 561(1) of the Companies Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £31,250, being approximately 0.90 per cent. of the current issued share capital of the Company, pursuant to the terms of the PrimaryBid Offer also announced by the Company on 28 May 2021 and unless previously renewed, extended, varied or revoked by the Company, shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company and the date falling 15 months from the passing of this resolution.
Voting Results
General Meeting 21 June 2021
All resolutions set out in the Notice of General Meeting ("GM") dated 1 June 2021 were duly passed by shareholders by means of a poll vote at the GM held on 21 June 2021. The results of the poll for each resolution are set out below.
| No |
Resolution Name |
Votes
For |
% Votes
For |
Votes
Against |
% Votes
Against |
Votes
Withheld |
% Votes
Withheld |
Total %
Instructed |
| 01 |
Proposed Acquisition |
39,383,931 |
99.99% |
3,000 |
0.01% |
8,103,387 |
17.06% |
67.65% |
| 02 |
Pre-Emption Rights |
39,380,431 |
99.98% |
6,500 |
0.02% |
8,103,387 |
17.06% |
67.65% |
| 03 |
Further Pre-Emption
Rights |
39,380,431 |
99.98% |
6,500 |
0.02% |
8,103,387 |
17.06% |
67.65% |
Notes
- The full text of each of the resolutions is contained in the Notice of General Meeting dated 1 June 2021, which is available on the Company's website at www.greshamtech.com.
- Proxy appointments which gave discretion to the Chairman of the GM have been included in the "For" total for the appropriate resolution.
- A "Withheld" vote is not a vote in law and is not counted in the calculation of the proportion of the votes cast "For" or "Against" a resolution.
- The proportion of "Total % instructed" is the total of votes instructed for that resolution (i.e. the total votes "For", "Against" and "Withheld" for that resolution) expressed as a percentage of the issued share capital.
- The issued share capital of the Company as at 21 June 2021 was 70,201,458 ordinary shares of 5p each. No shares are held in treasury.
Enquiries
Gresham Technologies plc +44 (0) 207 653 0200 Ian Manocha Tom Mullan
Note to editors
Gresham Technologies plc is a leading software and services company that specialises in providing real-time solutions for data integrity and control, banking integration, payments and cash management. Listed on the main market of the London Stock Exchange (GHT.L) and headquartered in the City of London, its customers include some of the world's largest financial institutions and corporates, all of whom are served locally from offices located in the UK, Europe, North America and Asia Pacific.
Gresham's award-winning Clareti software platform is a highly flexible and scalable platform, available on-site or in the cloud, designed to address today's most challenging financial control, risk management, data governance and regulatory compliance problems. Learn more at www.greshamtech.com.