Result of AGM

In brief · summary, not quotable

Pinewood Technologies Group PLC announced that all resolutions were passed at its Annual General Meeting held on June 24, 2026. The annual accounts for the twelve-month period ended December 31, 2025, were approved with 99.98% of votes in favour. Directors' remuneration was approved with 97.81% in favour, and the re-election of directors saw strong support, with most receiving over 96% of votes. The re-appointment of RSM UK Audit LLP as auditor also passed with 99.98% of votes. Authorisations for directors to allot shares and for market purchases of shares were also approved, with 99.93% and 98.52% of votes in favour respectively.

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The Annual General Meeting of the Company was held on Wednesday 24 June at 2.30 p.m. The results of each resolution are set out in the table below.

All resolutions were passed on a poll. Resolutions 1 to 14 were passed as ordinary resolutions and resolutions 15 to 18 were passed as special resolutions.

Resolution	Votes For	% For (to 2 d.p)	Votes Against	% Against (to 2 d.p)	Votes Withheld
1. To receive the annual accounts and directors' and auditor's reports for the twelve-month period ended 31 December 2025	84,295,317	99.98%	20,295	0.02%	12,285
2. To approve the directors' remuneration report for the twelve-month period ended 31 December 2025	82,464,976	97.81%	1,848,774	2.19%	14,147
3. To re-elect Mr I Filby as a director	81,318,681	96.46%	2,985,487	3.54%	23,729
4. To re-elect Mr W Berman as a director	84,273,164	99.95%	40,937	0.05%	13,796
5. To re-elect Mr O Mann as a director	84,281,095	99.97%	23,073	0.03%	23,729
6. To re-elect Mr D Exler as a director	84,024,594	99.67%	279,574	0.33%	23,729
7. To re-elect Ms J Bird as a director	82,778,452	98.19%	1,525,716	1.81%	23,729
8. To re-elect Mr C Holzshu as a director	79,684,982	94.53%	4,608,131	5.47%	34,784
9. To re-appoint Dr. R Plant as a director	84,269,292	99.97%	23,821	0.03%	34,784
10. To re-appoint Ms S Chindalur as a director	84,252,446	99.95%	40,667	0.05%	34,784
11. To re-appoint Ms T Miller as a director	84,265,547	99.96%	37,499	0.04%	24,851
12. To re-appoint RSM UK Audit LLP as auditor of the Company	84,294,777	99.98%	20,057	0.02%	13,063
13. To authorise the directors to determine the remuneration of the auditor	84,307,878	99.99%	7,669	0.01%	12,350
14. To authorise the directors to allot shares in the Company	84,254,435	99.93%	58,473	0.07%	14,989
15. General authority for disapplication of pre-emption rights	84,231,780	99.91%	79,283	0.09%	16,834
16. Additional authority for disapplication of pre-emption rights	84,221,553	99.89%	89,775	0.11%	16,569
17. To authorise the Company to make market purchases of its shares	83,068,237	98.52%	1,247,602	1.48%	12,058
18. To authorise the directors to call a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice	82,983,868	98.42%	1,331,679	1.58%	12,350

As Lithia UK Holdings Limited ("Lithia") is a controlling shareholder of the Company (that is, it exercises or controls more than 30 per cent. of the voting rights of the Company), the UK Listing Rules require that the re-election or re-appointment of each independent director be approved by a majority of the votes cast by both: (i) all shareholders of the Company; and (ii) the independent shareholders of the Company, being the shareholders other than Lithia.

Resolutions 3, 6, 7, 9 and 10 were accordingly proposed as ordinary resolutions on which all shareholders were entitled to vote, with the votes cast by the independent shareholders on those resolutions also counted separately to determine whether this second threshold was met. In accordance with this dual threshold requirement, the results of the votes cast by the independent shareholders on those resolutions are set out below.

VOTES EXCLUDING CONTROLLING SHAREHOLDER ON THE RESOLUTIONS CONCERNING THE RE-ELECTION AND RE-APPOINTMENT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Resolution	Votes For	% For (to 2 d.p)	Votes Against	% Against (to 2 d.p)	Votes Withheld
3. To re-elect Mr I Filby as a director	44,543,506	93.72%	2,985,487	6.28%	23,729
6. To re-elect Mr D Exler as a director	47,249,419	99.41%	279,574	0.59%	23,729
7. To re-elect Ms J Bird as a director	46,003,277	96.79%	1,525,716	3.21%	23,729
9. To re-appoint Dr. R Plant as a director	47,494,117	99.95%	23,821	0.05%	34,784
10. To re-appoint Ms S Chindalur as a director	47,477,271	99.91%	40,667	0.09%	34,784

In accordance with UK Listing Rule 6.4.2, copies of any resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The results will also be made available on the Company's website at Pinewood.AI

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