Result of AGM
System1 Group PLC announced the results of its Annual General Meeting held on September 25, 2026, where most resolutions passed, including the adoption of the 2025/2026 report and accounts with 96.38% approval and the final dividend of 6 pence per share with 99.84% approval. However, resolutions 13, 14, and 15 concerning the disapplication of pre-emption rights and share purchases failed to pass, receiving 53.06%, 52.72%, and 49.47% "For" votes respectively, while resolutions 2, 5, and 12 also saw significant opposition. The company acknowledges these outcomes and plans to engage further with shareholders on these matters.
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System1 Group PLC (AIM: SYS1), the marketing decision-making platform, announces the result of the Company's AGM that was held on Friday 25th September 2026. A poll was held on each of the resolutions proposed and the results of the poll are set out below. With the exception of resolutions 13, 14 and 15, which failed to carry, all of the resolutions proposed were duly passed.
| Resolutions | Number of votes "For" | % of votes "For" | Number of votes "Against" | % of votes "Against" | Number of votes "Withheld" | |
|---|---|---|---|---|---|---|
| 1 | To receive and adopt the Company's report and accounts for the financial year 2025/2026 | 9,445,553 | 96.38 | 355,012 | 3.62 | 88,071 |
| 2 | To receive, adopt and approve the Directors' Remuneration Report for the financial year 2025/2026 | 4,909,018 | 51.81 | 4,565,799 | 48.19 | 413,819 |
| 3 | To re-elect Ms Sophie Tomkins as a director | 9,444,567 | 95.76 | 418,068 | 4.24 | 26,001 |
| 4 | To re-elect Chris Willford as a director | 9,444,567 | 96.38 | 355,022 | 3.62 | 89,047 |
| 5 | To re-elect Rupert Howell as a director | 5,237,288 | 53.10 | 4,625,347 | 46.90 | 26,001 |
| 6 | To re-elect Philip Machray as a director | 9,442,407 | 95.74 | 420,228 | 4.26 | 26,001 |
| 7 | To re-elect Conrad Bona as a director | 9,442,407 | 95.74 | 420,228 | 4.26 | 26,001 |
| 8 | To re-elect James Gregory as a director | 9,442,407 | 95.74 | 420,228 | 4.26 | 26,001 |
| 9 | To elect Lewis Robinson as a director | 9,860,145 | 99.97 | 2,490 | 0.03 | 26,001 |
| 10 | To re-appoint Haysmacintyre LLP as auditors and to authorise the directors to determine the auditors' remuneration | 9,455,302 | 96.49 | 344,221 | 3.51 | 89,113 |
| 11 | To declare a final dividend of 6 pence per share on each of the Company's ordinary shares for the financial year 2025/2026 | 9,848,254 | 99.84 | 15,381 | 0.16 | 25,001 |
| 12 | To authorise the directors to allot shares (section 551 Companies Act 2006) | 5,231,211 | 53.38 | 4,569,378 | 46.62 | 88,047 |
| 13 | Disapplication of pre-emption rights (section 570 Companies Act 2006) | 5,182,031 | 53.06 | 4,584,929 | 46.94 | 121,676 |
| 14 | Disapplication of pre-emption rights (section 570 Companies Act 2006) in connection with an acquisition or specified capital investment | 5,182,031 | 52.72 | 4,647,975 | 47.28 | 58,630 |
| 15 | To approve the purchase of the Company's own Shares | 4,531,959 | 49.47 | 4,628,957 | 50.53 | 727,720 |
The Company had 13,226,773 ordinary shares of 1 pence each in issue (and there were 537,700 shares held in treasury) at the voting record time for the AGM. Therefore, the total voting rights in the Company for the purpose of the AGM comprised 12,689,073 votes.
The Board acknowledges the failure to pass resolutions 13, 14 and 15 (which are special resolutions). The Board still considers the flexibility afforded by these authorities to be in the best interests of the Company and its shareholders and it will continue to consider its approach on this matter and engage with shareholders as appropriate. The Board also notes that these have each previously received support at past AGMs.
The Board further acknowledges that resolutions 2, 5 and 12 received over 20% of votes against. The Board consulted with certain shareholders ahead of the AGM, and believes that the Chairman, as re-elected at today's AGM, possesses a good mix of skills and experience necessary to chair the Board and oversee the Company and deliver its strategy. We appreciate the support from most of our shareholders and will continue our engagement over the year ahead on the matters covering these resolutions.
The Board intends to host a shareholder forum to discuss questions received ahead of the AGM as soon as reasonably practicable and a further announcement will be made in respect of this in due course.
Further information on the Company can be found at www.system1group.com.
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