Result of AGM
Raspberry Pi Holdings plc announced that all seventeen resolutions presented at its Annual General Meeting on June 4, 2026, were passed by shareholders. Ordinary resolutions, including the receipt of the 2025 Report and Accounts and the approval of the Directors' Remuneration Report, received overwhelming support with 100.00% and 98.05% of votes cast in favour, respectively. The re-election of all directors, both executive and independent non-executive, also passed with strong majorities, with votes for ranging from 94.20% to 99.93%. Special resolutions, such as the authorization for directors to allot shares and disapply pre-emption provisions, also passed with significant approval, generally above 98.90%. The total issued share capital voted represented 62.20% to 62.23% of the company's issued share capital.
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- Resolutions 1- 17 as set out in the Notice of AGM dated 21 April 2026 were passed;
The table below details votes cast on each resolution.
| Votes For | % | Votes Against | % | Total Votes (excluding withheld) | Votes Withheld | % of Issued Share Capital Voted | |
|---|---|---|---|---|---|---|---|
| Ordinary Resolutions | |||||||
| Resolution 1 : To receive the Company's Report and Accounts for YE 2025 | 120,483,960 | 100.00% | 4,320 | 0.00% | 120,488,280 | 348,188 | 62.20% |
| Resolution 2 : To approve the Directors' Remuneration Report | 118,204,255 | 98.05% | 2,345,059 | 1.95% | 120,549,314 | 287,154 | 62.23% |
| Resolution 3 : To re-elect Martin Hellawell as an Independent Non-Executive Director | 113,552,709 | 94.20% | 6,994,722 | 5.80% | 120,547,431 | 289,037 | 62.23% |
| Resolution 4 : To re-elect Eben Upton as an Executive Director | 120,459,693 | 99.93% | 88,011 | 0.07% | 120,547,704 | 288,764 | 62.23% |
| Resolution 5 : To re-elect Richard Boult as an Executive Director | 120,441,577 | 99.93% | 89,911 | 0.07% | 120,531,488 | 304,980 | 62.22% |
| Resolution 6 : To re-elect Sherry Coutu CBE as an Independent Non-Executive Director | 120,379,691 | 99.86% | 168,005 | 0.14% | 120,547,696 | 288,772 | 62.23% |
| Resolution 7 : To re-elect David Gammon as an Independent Non-Executive Director | 118,583,146 | 98.37% | 1,961,698 | 1.63% | 120,544,844 | 291,624 | 62.23% |
| Resolution 8 : To re-elect Rachel Izzard as an Independent Non-Executive Director | 120,465,073 | 99.93% | 84,562 | 0.07% | 120,549,635 | 286,833 | 62.23% |
| Resolution 9 : To re-elect Christopher Mairs as an Independent Non-Executive Director | 118,696,778 | 98.52% | 1,782,962 | 1.48% | 120,479,740 | 356,728 | 62.19% |
| Resolution 10 : To re-elect Daniel Labbad as a Non-Executive Director | 120,461,713 | 99.93% | 84,704 | 0.07% | 120,546,417 | 290,051 | 62.23% |
| Resolution 11 : To re-appoint Grant Thornton UK LLP as auditor of the Company | 120,384,713 | 99.87% | 157,756 | 0.13% | 120,542,469 | 293,999 | 62.23% |
| Resolution 12 : To authorise the Audit Committee of the Company to fix the remuneration of the auditor. | 120,534,349 | 99.99% | 14,263 | 0.01% | 120,548,612 | 287,856 | 62.23% |
| Resolution 13 : To authorise the Directors to allot shares | 120,285,933 | 99.80% | 247,064 | 0.20% | 120,532,997 | 303,471 | 62.22% |
| Resolution 14 : To authorise the Directors to disapply statutory pre-emption provisions on the allotment of shares | 119,818,688 | 99.61% | 464,795 | 0.39% | 120,283,483 | 552,985 | 62.09% |
| Resolution 15 : To dis-apply the pre-emption provisions for the purposes of acquisitions or capital investments | 118,958,581 | 98.90% | 1,323,498 | 1.10% | 120,282,079 | 554,389 | 62.09% |
| Resolution 16 : To authorise the Company to purchase own shares | 118,971,000 | 98.70% | 1,566,567 | 1.30% | 120,537,567 | 298,901 | 62.22% |
| Resolution 17 : To authorise Directors to call a general meeting on not less than 14 days' notice | 120,058,801 | 99.59% | 493,453 | 0.41% | 120,552,254 | 284,214 | 62.23% |
| Notes: | |||||||
| 1) | The total number of Ordinary Shares of 0.25p each in the Company in issue at close of business on 4 June 2026 and the number used for the percentage of issued share capital voted was 193,712,927. | ||||||
| 2) | The votes "for" include those giving the Chair of the AGM discretion. | ||||||
| 3) | Votes "for" and "against" are expressed as a percentage of the number in the total votes cast column (excluding votes withheld). | ||||||
Resolutions 3, and 6 to 9 (inclusive) related to the re-election of the Independent Directors. Under the UK Listing Rules, because the Controlling Shareholder Group together control in concert more than 30 per cent of the voting rights of the Company, the re-election of an Independent Director by shareholders must be approved by a majority of both: (i) the shareholders of the Company; and (ii) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Independent Directors who are not part of the Controlling Shareholder Group). The Company has separately counted the number of votes cast by the independent shareholders in favour of resolutions 3 and 6 to 9 (inclusive) and set out the votes cast below.
| Resolution | Votes For | % | Votes Against | % | Votes Total (excluding withheld) | Votes Withheld |
|---|---|---|---|---|---|---|
| Resolution 3 : To re-elect Martin Hellawell as an Independent Non-Executive Director | 34,135,678 | 82.99% | 6,994,722 | 17.01% | 41,130,400 | 289,037 |
| Resolution 6 : To re-elect Sherry Coutu CBE as an Independent Non-Executive Director | 40,962,660 | 99.59% | 168,005 | 0.41% | 41,130,665 | 288,772 |
| Resolution 7 : To re-elect David Gammon as an Independent Non-Executive Director | 39,166,115 | 95.23% | 1,961,698 | 4.77% | 41,127,813 | 291,624 |
| Resolution 8 : To re-elect Rachel Izzard as an Independent Non-Executive Director | 41,048,042 | 99.79% | 84,562 | 0.21% | 41,132,604 | 286,833 |
| Resolution 9 : To re-elect Christopher Mairs as an Independent Non-Executive Director | 39,279,747 | 95.66% | 1,782,962 | 4.34% | 41,062,709 | 356,728 |
In accordance with UK Listing Rule 6.4.2R, copies of the resolutions comprising special business have been made available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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