PANTHEON INFRASTRUCTURE PLC

Post-Annual General Meeting Information • Jun 20, 2025

National Storage Mechanism | Additional information

RNS Number : 8336N

Pantheon Infrastructure PLC

20 June 2025

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

Pantheon Infrastructure Plc

("PINT" or the "Company")

Legal Entity Identifier: 213800CKJXQX64XMRK69

20 June 2025

Annual General Meeting ("AGM") Results & Directorate Changes

The Company announces that at its Annual General Meeting held yesterday all the resolutions set out in the Notice of Annual General Meeting were passed. All resolutions were voted on by way of a poll.  The results of the poll for each resolution were as follows:

Resolution	For (No. of shares)	For (%)	Against (No. of shares)	Against (%)	Votes Withheld (No. of shares)	Total Votes Validly Cast	Issued Share Capital voted (%)
1.  To receive the Annual Report and Financial Statements.	308,576,407	94.13%	19,259,312	5.87%	205	327,835,719	68.30%
2.  To approve the Directors' Remuneration Report.	327,654,742	99.96%	139,766	0.04%	41,416	327,794,508	68.29%
3.  To elect Mr. Anthony Bickerstaff as a Director	327,790,251	100.00%	8,026	0.00%	37,647	327,798,277	68.29%
4.  To re-elect Ms Anne Baldock as a Director	324,731,481	99.06%	3,066,797	0.94%	37,645	327,798,278	68.29%
5.  To re-elect Ms Andrea Finegan as a Director	324,711,806	99.06%	3,064,840	0.94%	59,277	327,776,646	68.29%
6.  To re-elect Mr. Patrick O'Donnell Bourke as a Director	300,043,534	97.25%	8,485,484	2.75%	19,306,905	308,529,018	64.28%
7.  To re-appoint Ernst & Young LLP as Auditor.	327,776,990	99.98%	58,680	0.02%	254	327,835,670	68.30%
8.  To authorise the Audit & Risk Committee to determine the remuneration of the Auditor.	327,827,119	100.00%	0	0.00%	8,805	327,827,119	68.30%
9.  To authorise the Directors to allot Ordinary shares.	327,715,915	99.96%	119,753	0.04%	256	327,835,668	68.30%
10.         To dis-apply pre-emption rights.*	326,389,157	99.56%	1,432,011	0.44%	14,756	327,821,168	68.30%
11.         To dis-apply pre-emption rights in connection with an acquisition or capital investment.*	326,400,452	99.57%	1,422,101	0.43%	13,371	327,822,553	68.30%
12.         To authorise the Company to make market purchases of Ordinary shares of the Company.*	327,813,022	99.99%	22,697	0.01%	205	327,835,719	68.30%
13.         To authorise calling general meetings (other than AGM) at not less than 14 days' notice.*	327,326,535	99.85%	507,598	0.15%	1,791	327,834,133	68.30%

*special resolutions

NOTES:
1.	All resolutions were passed.
2.	Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
3.	Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
4.	A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution.
5.	The number of shares in issue on 19 June 2025 was 480,000,000 ordinary shares (including 11,375,000 shares in treasury). The number of Ordinary Shares in circulation (excluding treasury shares), carrying one vote each, is 468,625,000.
6.	The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at https://www.pantheoninfrastructure.com/investor-centre/reports-and-publications/#
7.	In accordance with listing rule 6.4.2R,  a copy of resolutions 9 -13 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Directorate Changes

As announced on 10 June 2025, Ms Sapna Shah had joined the PINT Board as a Non-Executive Director on 19 June 2025. Previously, we also announced that the Chair and a Non-Executive Director, Mr Vagn Sørensen, would not be seeking re‑election at the AGM held yesterday and would be retiring from the Board following the conclusion of the meeting. Vagn has led the Board since its IPO in 2021, during which the Company has assembled a diversified and high quality portfolio of infrastructure investments. The Directors would like to extend their thanks for his invaluable guidance, dedication, and commitment.

With Vagn retiring on 19 June 2025, Mr Patrick O'Donnell Bourke, a Non-Executive Director and Chairman of the Audit & Risk Committee, has taken up the role of Chair of the Board and the Chair of the Nomination Committee. Mr Tony Bickerstaff, a Non-Executive Director, has become Chair of the Audit & Risk Committee in Patrick's place.

For further information please contact:     

MUFG Corporate Governance Limited

Company Secretary                                                                              

pintcosec@cm.mpms.mufg.com

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