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Update Statement on 2025 AGM Voting Results

In brief · summary, not quotable

Rule 9 Waiver Resolutions passed at AGM with 72.82% and 77.37% support, lower than other resolutions.

  • Rule 9 Waiver Resolution 15 votes in favour 72.82%
  • Rule 9 Waiver Resolution 16 votes in favour 77.37%
  • Share buyback authority (Resolution 11) votes in favour 87.92%
  • 2026 Awards and 2026 SIP Grants (Resolution 17) votes in favour 93.58%
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Pollen Street Group Limited ("Pollen Street Group" or the "Company") today provides an update regarding its Annual General Meeting held on 12 June 2025 ("AGM"). As previously announced, all resolutions at the AGM were successfully passed with the requisite majority of votes. However, the Company acknowledges that resolutions 15 and 16 ("The Rule 9 Waiver Resolutions") received a lower level of support (72.82% and 77.37% of votes cast in favour respectively).

The Rule 9 Waiver Resolutions, approved by independent shareholders, relate to a waiver granted by the Panel on Takeovers and Mergers. This waiver concerns any obligation for the Concert Party to make a general offer for all issued ordinary shares, should their holding increase as a result of the Company's share buyback authority (Resolution 11, approved by 87.92% of votes) or the 2026 Awards and 2026 SIP Grants (Resolution 17, approved by 93.58% of votes). These resolutions can only be implemented by applying The Rule 9 Waiver Resolutions.

The Board has actively engaged with shareholders on an ongoing basis to understand their voting decisions and to discuss the rationale for these resolutions. Engagement has included individual meetings, presentations, and informal outreach by our brokers. Through this engagement, the Board believes there is strong shareholder support for maintaining flexibility for share buybacks, which is an important component of our Capital Allocation Framework, and for broadening employee share-ownership through programmes such as the 2026 SIP Grant, both of which the Board believes are in shareholders' best interests.

The Board encourages ongoing engagement with shareholders and proxy advisers and continues to make itself available to all stakeholders on request. The Board will again take the views of shareholders into account ahead of tabling resolutions at the next AGM and continues to engage regularly with shareholders and their representative bodies. The Board also intends to continue discussions with ISS regarding its standing policy generally to recommend a vote against Rule 9 waivers, which the Board believes may have influenced investor decisions. In accordance with the UK Corporate Governance Code, any further updates will be provided in the Company's 2025 annual report and accounts.

Unless otherwise defined all terms have the meanings given in the Notice of Meeting 13 May 2025.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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