Result of AGM
CAB Payments Holdings plc announced that at its 2026 Annual General Meeting, all resolutions passed except for resolutions 18, 19, and 20, which concerned the allotment of shares and the disapplication of pre-emption rights, receiving only 30.66% and 30.50% of votes in favour respectively. The company noted a significant number of votes against and withheld for several director elections and re-elections, attributing this to an ongoing unrecommended takeover offer from Helios, its largest shareholder holding 45.11% of the issued share capital. Excluding votes from shareholders who have accepted or intend to accept the Helios offer, independent directors' re-elections received over 97% approval. The Board will engage with shareholders who voted against these resolutions and provide an update within six months.
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CAB Payments held its 2026 Annual General Meeting ("2026 AGM") today and announces that all resolutions as set out in the Notice of 2026 AGM dated 25 March 2026, other than resolutions 18,19 and 20, were duly passed by the requisite majorities.
The results of the poll votes are set out below and can also be viewed on the Company's website at https://www.crownagentsbank.com/investors/shareholder-information/#toggle-annual-general-meetings
| Resolutions | For | Against | Votes Withheld | |||
|---|---|---|---|---|---|---|
| % | % | |||||
| 1 | Approval of Annual Report 2025 | 180,154,283 | 100.00 | 5,024 | 0.00 | 14,674,027 |
| 2 | Approval of Directors' Remuneration Report | 173,315,926 | 96.22 | 6,815,180 | 3.78 | 14,702,228 |
| 3 | Election of James Hopkinson | 59,785,328 | 74.86 | 20,073,299 | 25.14 | 114,974,707 |
| 4 | Election of Nitin Kaul | 186,276,844 | 95.79 | 8,189,851 | 4.21 | 366,639 |
| 5 | Election of Peter Klein | 173,384,489 | 89.14 | 21,114,327 | 10.86 | 334,518 |
| 6 | Election of Henry Obi | 186,278,244 | 95.79 | 8,189,572 | 4.21 | 365,518 |
| 7 | Election of Kushagra Saxena | WITHDRAWN | ||||
| 8 | Re-election of Caroline Brown | 58,484,009 | 73.26 | 21,342,497 | 26.74 | 115,006,828 |
| 9 | Re-election of Ann Cairns | 58,676,372 | 73.47 | 21,183,255 | 26.53 | 114,973,707 |
| 10 | Re-election of Susanne Chishti | 66,344,766 | 83.11 | 13,482,861 | 16.89 | 115,005,707 |
| 11 | Re-election of Noël Harwerth | 58,507,828 | 73.29 | 21,318,678 | 26.71 | 115,006,828 |
| 12 | Re-election of Jennifer Johnson-Calari | 58,509,225 | 73.30 | 21,317,281 | 26.70 | 115,006,828 |
| 13 | Re-election of Karen Jordan | 179,664,870 | 92.93 | 13,661,134 | 7.07 | 1,507,330 |
| 14 | Re-election of Neeraj Kapur | 58,626,889 | 73.49 | 21,152,526 | 26.51 | 115,053,919 |
| 15 | Re-appointment of auditor | 181,178,450 | 99.99 | 25,456 | 0.01 | 13,629,428 |
| 16 | Remuneration of auditor | 179,899,622 | 99.30 | 1,272,297 | 0.70 | 13,661,415 |
| 17 | Political donations | 178,441,348 | 99.07 | 1,679,038 | 0.93 | 14,713,039 |
| 18 | Allotment of shares | 55,220,546 | 30.66 | 124,906,444 | 69.34 | 14,706,344 |
| 19 | Disapplication of pre-emption rights (general) | 54,877,087 | 30.50 | 125,067,531 | 69.50 | 14,888,716 |
| 20 | Disapplication of pre-emption rights (specific) | 54,890,646 | 30.50 | 125,053,972 | 69.50 | 14,888,716 |
| 21 | Notice period for general meetings | 179,769,405 | 99.21 | 1,431,782 | 0.79 | 13,632,147 |
The votes of independent shareholders[1] on the resolutions concerning the re-election of the Independent Non-executive Directors are set out as below:
| Resolutions | For | Against | Votes Withheld | |||
|---|---|---|---|---|---|---|
| % | % | |||||
| 5 | Election of Peter Klein | 58,744,300 | 73.56 | 21,114,327 | 26.44 | 334,518 |
| 7 | Election of Kushagra Saxena | WITHDRAWN | ||||
| 8 | Re-election of Caroline Brown | 58,484,009 | 73.26 | 21,342,497 | 26.74 | 366,639 |
| 10 | Re-election of Susanne Chishti | 66,344,766 | 83.11 | 13,482,861 | 16.89 | 365,518 |
| 11 | Re-election of Noël Harwerth | 58,507,828 | 73.29 | 21,318,678 | 26.71 | 366,639 |
| 12 | Re-election of Jennifer Johnson-Calari | 58,509,225 | 73.30 | 21,317,281 | 26.70 | 366,639 |
| 13 | Re-election of Karen Jordan | 65,024,681 | 82.64 | 13,661,134 | 17.36 | 1,507,330 |
Number of votes per Ordinary share: one
Notes:
- A "Vote Withheld" is not a vote in law and is not counted in the proportion of votes "For" and "Against" a resolution.
- Total number of Ordinary shares in issue was 254,143,218.
- Total ordinary shares held by shareholders excluding the controlling shareholder was 139,503,029.
The Board notes:
- Resolutions 18 (authority to allot shares), 19 (disapplication of pre-emption rights - general authority) and 20 (disapplication of pre-emption rights - acquisitions/capital investments) did not achieve the requisite majorities to pass. The resolutions were proposed in accordance with the best practice guidance in the Pre-Emption Group's 2022 Statement of Principles.
- The significant vote against the elections and re-elections of a number of directors and the significant number of votes that were withheld at the 2026 AGM.
- The Board considers that the votes against these resolutions, and the significant number of votes withheld, should be viewed in the context of the ongoing unrecommended takeover offer for the Company by Helios, the Company's largest shareholder, who holds 45.11% of the issued share capital of the Company.
- When votes from the shareholders who have signed irrevocable undertakings or letters of intent to accept the unrecommended offer from the Helios Consortium are excluded (together 7.39% of issued share capital of the Company), the resolutions to elect or re-elect each of the Company's directors that are considered Independent received approval from over 97% of votes cast.
- The Board is committed to maintaining an open dialogue with the Company's shareholders and will continue to engage with those shareholders who voted against these resolutions to understand their views. An update will be provided within six months of the 2026 AGM in accordance with the UK Corporate Governance Code.
[1] Independent shareholders refers to all shareholders excluding Helios which holds 45.11% of the issued share capital of CAB Payments Holdings PLC
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