Result of AGM
Bytes Technology Group plc announced that at its Annual General Meeting on July 9, 2026, all resolutions passed with strong support, except for Resolutions 13, 15, and 16. Resolution 13, concerning the authority to allot new shares, received only 45.56% of votes in favour, while Resolutions 15 and 16, related to the disapplication of pre-emption rights, garnered 52.41% and 54.97% respectively. The company acknowledges shareholder concerns regarding these specific authorities and will engage with those who voted against them, providing an update within six months. The total voting rights at the meeting were 233,346,177 ordinary shares.
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BTG announces that at its Annual General Meeting ("AGM") held today, 9 July 2026, all resolutions set out in the Notice of Annual General Meeting, except Resolutions 13, 15 and 16, were passed by the requisite majority. Further details on the resolutions that did not achieve the required majority are set out below. A poll was taken on the resolutions put to the meeting.
The results of the poll for each resolution, incorporating proxy votes lodged in advance of the meeting, were as follows:
| VOTES FOR | % | VOTES AGAINST | % | TOTAL SHARES VOTED | % OF ISSUED SHARE CAPITAL VOTED | VOTES WITHHELD | |
|---|---|---|---|---|---|---|---|
| ORDINARY RESOLUTIONS | |||||||
| 1. Receipt of the 2026 Annual Report and Accounts | 213,858,280 | 100.00% | 7,171 | 0.00% | 213,865,451 | 91.65% | 112,906 |
| 2. Approval of the Directors' Remuneration Report | 213,045,522 | 99.61% | 827,289 | 0.39% | 213,872,811 | 91.65% | 105,546 |
| 3. To pay a final dividend | 213,867,946 | 100.00% | 6,997 | 0.00% | 213,874,943 | 91.66% | 103,414 |
| 4. To re-elect Patrick De Smedt as a Director | 209,934,464 | 98.16% | 3,928,934 | 1.84% | 213,863,398 | 91.65% | 114,959 |
| 5. To re-elect Sam Mudd as a Director | 213,857,529 | 100.00% | 10,638 | 0.00% | 213,868,167 | 91.65% | 110,188 |
| 6. To re-elect Andrew Holden as a Director | 213,851,005 | 99.99% | 18,396 | 0.01% | 213,869,401 | 91.65% | 108,956 |
| 7. To re-elect Erika Schraner as a Director | 213,609,482 | 99.88% | 253,569 | 0.12% | 213,863,051 | 91.65% | 115,306 |
| 8. To re-elect Shruthi Chindalur as a Director | 213,787,368 | 99.96% | 75,683 | 0.04% | 213,863,051 | 91.65% | 115,306 |
| 9. To re-elect Ross Paterson as a Director | 213,706,535 | 99.93% | 156,516 | 0.07% | 213,863,051 | 91.65% | 115,306 |
| 10. To re-elect Anna Vikström Persson as a Director | 213,849,569 | 100.00% | 10,067 | 0.00% | 213,859,636 | 91.65% | 118,721 |
| 11. Authority to re-appoint Ernst & Young LLP as auditor | 213,865,927 | 100.00% | 8,690 | 0.00% | 213,874,617 | 91.66% | 103,740 |
| 12. Remuneration of the auditor | 213,865,902 | 100.00% | 8,727 | 0.00% | 213,874,629 | 91.66% | 103,728 |
| 13. Authority to allot new shares | 97,432,127 | 45.56% | 116,442,539 | 54.44% | 213,874,666 | 91.66% | 103,691 |
| 14. Authority to make political donations | 161,884,292 | 75.72% | 51,900,727 | 24.28% | 213,785,019 | 91.62% | 193,338 |
| SPECIAL RESOLUTIONS | |||||||
| 15. Disapplication of pre-emption rights | 112,095,107 | 52.41% | 101,778,548 | 47.59% | 213,873,655 | 91.66% | 104,702 |
| 16. Disapplication of pre-emption rights for purposes of acquisitions and other capital investment | 117,558,989 | 54.97% | 96,315,730 | 45.03% | 213,874,719 | 91.66% | 103,638 |
| 17. Authority for the company to purchase its ordinary shares | 213,725,067 | 99.97% | 64,719 | 0.03% | 213,789,786 | 91.62% | 188,571 |
| 18. Notice period for general meetings other than annual general meetings | 210,530,949 | 98.44% | 3,345,082 | 1.56% | 213,876,031 | 91.66% | 102,326 |
Resolutions 1 to 14 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 15 to 18 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
The Board acknowledges that more than 20% of the votes cast on Resolution 14 were against and, in addition, notes the failure of Resolutions 13, 15 and 16. The Company notes that some of its largest shareholders are not supportive of these authorities as a matter of general policy. The Board is committed to continuing an open and transparent dialogue with the Company's shareholders and will continue to engage with those shareholders who voted against these resolutions to further understand their views and address any specific concerns. An update will be provided within six months of today's AGM, as required by the UK Corporate Governance Code.
Notes:
- Proxy appointments giving discretion to the Chair of the meeting have been included in the "For" total.
- The Company's total ordinary shares in issue (total voting rights) as at 7 July 2026, being the record date at which a person had to be registered in the Company's register of members in order to vote at the AGM, was 233,346,177 ordinary shares of £0.01 each. Ordinary shareholders are entitled to one vote per ordinary share held.
In compliance with UKLR 6.4.2, a copy of the resolutions passed at the AGM will be submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of this announcement will be available at: https://www.bytesplc.com/investors/shareholder-information/
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