CentralNic Group plc (LON:CNIC), the global internet platform which helps online consumers make informed choices, has announced that at its Annual General Meeting held yesterday, 24 April 2023, all resolutions were duly passed except for Resolution 4 which was withdrawn following yesterday’s Board change announcement.
The full text of all the resolutions can be found in the Notice of Annual General Meeting 2023, dated 27 March 2023, a copy of which is available on the Company’s website at CentralNic Notice of AGM 2023 .
The results of the voting were as follows:
| % of votes in favour | % of votes against | Total votes | Votes withheld | |
| 1. Receive the Report of Directors and Audited Accounts | 100% | 0% | 162,299,694 | 0 |
| 2. Approve the final dividend | 100% | 0% | 162,299,694 | 0 |
| 3. Approve Directors’ Report on Remuneration | 75.34% | 24.66% | 162,161,094 | 138,600 |
| 4. Re-election of Thomas Rickert | Resolution Withdrawn | |||
| 5. Re-elect Sam Dayani | 92.30% | 7.70% | 160,894,333 | 1,405,361 |
| 6. Election of Claire MacLellan – NED | 99.98% | 0.02% | 162,288,821 | 10,873 |
| 7. Election of William Green – Executive Director | 99.18% | 0.82% | 162,298,521 | 1,173 |
| 8. Reappointment of Auditors | 99.97% | 0.03% | 162,298,521 | 1,173 |
| 9. Auditors’ remuneration | 99.98% | 0.02% | 162,299,694 | 0 |
| 10. Authority to Allot Shares | 82.23% | 17.77% | 162,298,521 | 1,173 |
| 11. Authority to Dis-apply Statutory Pre-emption Rights* | 80.25% | 19.75% | 162,299,694 | 0 |
| 12. Authority to Purchase Own Shares* | 100% | 0% | 162,299,694 | 0 |
*Special resolution
Notes:
1. Proxy appointments which gave discretion to the Chairman of the AGM have been included in the “For” total for the appropriate resolution.
2. Votes “For” and “Against” any resolution are expressed as a percentage of votes validly cast for that resolution.
3. 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”.
4. The number of shares in issue on 24 April 2023 was 288,660,084 with 2,570,160 shares in treasury.
Michael Riedl, CEO of CentralNic Group commented: “The Board is pleased to announce that all resolutions passed. The Directors take note that resolutions 3, 10 and 11 had some level of opposition and will engage with shareholders to understand the concerns and address the root causes. The Group is making positive changes to the Board and announced a further strong independent NED yesterday morning, to further strengthen its independence and governance.”
