PENSIONBEE GROUP PLC

Declaration of Voting Results & Voting Rights Announcements • May 15, 2025

National Storage Mechanism | Additional information

RNS Number : 8965I

PensionBee Group plc

15 May 2025

PensionBee Group plc

Incorporated in England and Wales

Registration Number: 13172844

LEI: 2138008663P5FHPGZV74

ISIN: GB00BNDRLN84

15 May 2025

PensionBee Group plc

Results of 2025 Annual General Meeting

PensionBee Group plc (the 'Company') announces the results of the voting by a poll on the resolutions put to its Annual General Meeting ('AGM') held at 2.00 p.m. on Thursday 15 May 2025.

Resolutions 1 to 13 were passed as ordinary resolutions and resolutions 14 to 16 were passed as special resolutions.

In accordance with UK Listing Rule 6.4.2R, a copy of the resolutions passed at the AGM, other than resolutions concerning ordinary business, will be submitted to the Financial Conduct Authority's National Storage Mechanism and will shortly be available to view at:

data.fca.org.uk/#/nsm/nationalstoragemechanism .

The total number of votes received on each resolution was as follows:

PensionBee Group plc Annual General Meeting - 15 May 2025 - Poll Result
	Votes For (Notes 1, 2)		Votes Against (Note 2)			Votes Withheld (Note 3)	Total Votes Cast (Note 4)	Total Votes Cast as a % of Issued Share Capital (Note 5)
Resolution	No. of Shares	%	No. of Shares	%
1. To receive the Company's Annual Report and Financial Statements 2024.	150,328,590	100.00	3,979	0.00	4,193		150,332,569	63.45%
2. To approve the Directors' Remuneration Report.	148,914,877	99.07	1,395,725	0.93	26,160		150,310,602	63.45%
3. To reappoint Romi Savova as an Executive Director.	149,720,929	99.59	611,301	0.41	4,532		150,332,230	63.45%
4. To reappoint Jonathan Lister Parsons as an Executive Director.	150,287,000	99.97	45,381	0.03	4,381		150,332,381	63.45%
5. To reappoint Christoph J. Martin as an Executive Director.	150,284,424	99.97	45,531	0.03	6,807		150,329,955	63.45%
6. To reappoint Mark Wood CBE as a Non-Executive Director.	149,264,161	99.31	1,029,758	0.69	42,843		150,293,919	63.44%
7. To reappoint Mary Francis CBE as an Independent Non-Executive Director.	145,920,562	97.09	4,373,358	2.91	42,842		150,293,920	63.44%
8. To reappoint Michelle Cracknell CBE as an Independent Non-Executive Director.	149,303,272	99.32	1,028,807	0.68	4,380		150,332,079	63.45%
9. To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director.	149,264,134	99.31	1,029,784	0.69	42,844		150,293,918	63.44%
10. To reappoint Deloitte LLP as the Company's auditor.	150,284,792	100.00	6,434	0.00	45,536		150,291,226	63.44%
11. To authorise the Audit and Risk Committee of the Company to determine the auditor's remuneration on behalf of the Board.	150,325,804	100.00	6,765	0.00	4,193		150,332,569	63.45%
12. To authorise the Company to make Political Donations.	150,252,346	99.95	69,472	0.05	14,944		150,321,818	63.45%
13. To authorise the Directors to allot shares.	143,505,258	95.89	6,147,658	4.11	50,766		149,652,916	63.17%
14. To authorise Directors to disapply pre-emption rights.	143,465,109	95.85	6,211,407	4.15	27,015		149,676,516	63.18%
15. To authorise additional authority to disapply statutory pre-emption rights.	143,467,083	95.84	6,223,696	4.16	12,903		149,690,779	63.18%
16. To authorise the calling of general meetings on 14 days' notice.	138,880,833	92.78	10,810,834	7.22	12,015		149,691,667	63.18%
Independent Shareholder Votes Only *
7. To reappoint Mary Francis CBE as an Independent Non-Executive Director. *	57,891,356	92.98	4,373,358	7.02	42,842		62,264,714	42.08%
8. To reappoint Michelle Cracknell CBE as an Independent Non-Executive Director. *	61,274,066	98.35	1,028,807	1.65	4,380		62,302,873	42.11%
9. To reappoint Lara Oyesanya FRSA as an Independent Non-Executive Director. *	61,234,928	98.35	1,029,784	1.65	42,844		62,264,712	42.08%

Notes:

1. Any proxy appointments which gave discretion to the Chair have been included in Votes For.

2. Votes For and Votes Against are expressed as a percentage of Total Votes Cast, which includes Votes For and Votes Against, but excludes the Votes Withheld. Percentages are rounded to 2 decimal places.

3. A Vote Withheld is not a vote in law and is not counted in the calculation of the Votes For or Votes Against a resolution.

4. Total Votes Cast includes the Votes For and Votes Against, but excludes the Votes Withheld.

5. Total Votes Cast as a % of Issued Share Capital is based on 236,914,581 PensionBee Group plc ordinary shares in issue as at 15 May 2025. Ordinary shareholders are entitled to one vote per share held.

*Under the UK Listing Rules, because Romi Savova is a controlling shareholder of the Company (that is, she exercises or controls more than 30% of the voting rights of the Company), the election of any independent director by shareholders must be approved by a majority vote of both: (1) the shareholders of the Company; and (2) the independent shareholders of the Company (that is the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company). Under the UK Listing Rules, anyone who holds shares in the Company and is deemed to be acting in concert with Romi Savova is also treated as a controlling shareholder for the purposes of these voting requirements. Therefore, the votes of these persons are excluded when calculating the votes of the independent shareholders. Resolutions 7 to 9 (inclusive) were therefore proposed as ordinary resolutions which all shareholders may vote on, but in addition, the Company separately counts the number of votes cast by independent shareholders in favour of the resolutions (as a proportion of the total votes of independent shareholders cast on the resolutions) to determine whether the second threshold referred to in (2) has been met.

Enquiries:

Press

Steven Kennedy

press@pensionbee.com

020 3557 8444

Analysts and Investors

investor@pensionbee.com

About PensionBee

PensionBee is creating a global leader in the consumer retirement market with £6 billion in assets on behalf of 275,000 customers.

Founded in 2014, we aspire to make as many people as possible pension confident so that everyone can enjoy a happy retirement.

We help our customers to combine their retirement savings into a new online account, which they can manage from the palm of their hand.

PensionBee accounts are invested by the world's largest investment managers, collectively looking after more than $10 trillion in savings between them. Each PensionBee customer has a personal account manager ("BeeKeeper") to guide them through their savings and retirement journey. PensionBee has an "Excellent" Trustpilot rating based on over 10,000 reviews.

As a public company, we aspire to the highest standards in everything we do because our customers deserve peace of mind. Our team of approximately 200 professionals, based in London and New York, has one focus: you, our customer.

PensionBee is listed on the London Stock Exchange (LON:PBEE).

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