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Alphawave IP Group plc held its Annual General Meeting on June 17, 2025, where all 20 resolutions detailed in the Notice of AGM were passed by the requisite majority. Shareholders approved actions including the re-election of existing directors, election of new directors, and reappointment of KPMG LLP as auditors. Resolutions 17 (Rule 9 Buyback Waiver) and 18 (Rule 9 LTIP Waiver) were approved by independent shareholders with 76.20% and 76.19% of votes in favour respectively, as the Founder Concert Party did not vote on these resolutions.
| Date | 17 Jun 2025 |
| Time | 14:24:03 |
| Category | AGMs and other meetings |
| ID | 2320N |
Result of Annual General Meeting
Alphawave IP Group plc (the "Company") announces that at its annual general meeting ("AGM") held earlier today at the offices of Linklaters LLP, One Silk St, London EC2Y 8HQ, each of the resolutions as set out in the Notice of AGM were passed by the requisite majority. Each of the resolutions put to the AGM was voted on by a poll of shareholders. The results received for each resolution were as follows:
|
No. |
Resolution
|
For |
Against
|
Votes Withheld |
Total issued share capital instructed |
||
|
Number of shares |
% |
Number of shares |
% |
Number of shares |
% |
||
|
1 |
To receive the Directors' Report, Auditor's Report and Financial Statements for the year ended 31 December 2024. |
474,075,098 |
99.99% |
26,518 |
0.01% |
225,967 |
61.36 |
|
2 |
To approve the Directors' Remuneration Report |
473,704,135 |
99.92% |
397,836 |
0.08% |
225,612 |
61.36 |
|
3 |
To approve the Directors' Remuneration Policy |
425,550,299 |
89.76% |
48,551,767 |
10.24% |
225,517 |
61.36 |
|
4 |
To re-elect Tony Pialis as a Director of the Company. |
473,619,629 |
99.90% |
479,712 |
0.10% |
228,242 |
61.36 |
|
5 |
To re-elect Jan Frykhammar as a Director of the Company. |
471,705,281 |
99.50% |
2,388,099 |
0.50% |
234,203 |
61.36 |
|
6 |
To re-elect Michelle Senecal de Fonseca as a Director of the Company |
440,792,806 |
92.98% |
33,295,574 |
7.02% |
239,203 |
61.36 |
|
7 |
To elect David Reeder as a Director of the Company |
473,694,662 |
99.92% |
389,408 |
0.08% |
243,513 |
61.36 |
|
8 |
To elect Weili Dai as Director |
473,093,085 |
99.79% |
990,985 |
0.21% |
243,513 |
61.36 |
|
9 |
To elect Rahul Mathur as Director |
473,301,833 |
99.83% |
786,547 |
0.17% |
239,203 |
61.36 |
|
10 |
To re-appoint KPMG LLP as Auditors of the Company. |
471,979,955 |
99.55% |
2,116,162 |
0.45% |
231,466 |
61.36 |
|
11 |
To authorise the Audit Committee to determine the Auditor's remuneration. |
474,062,011 |
99.99% |
34,716 |
0.01% |
230,856 |
61.36 |
|
12 |
To authorise the Company to make political donations. |
472,862,652 |
99.74% |
1,245,159 |
0.26% |
219,772 |
61.36 |
|
13 |
To authorise the Directors to allot shares. |
472,739,574 |
99.72% |
1,337,009 |
0.28% |
250,980 |
61.36 |
|
14* |
To authorise the Directors to disapply pre-emption rights without restriction as to use |
463,004,240 |
97.67% |
11,065,664 |
2.33% |
257,659 |
61.36 |
|
15* |
To authorise the Directors to disapply pre-emption rights for acquisitions or specified capital investments |
462,954,828 |
97.66% |
11,114,313 |
2.34% |
258,422 |
61.36 |
|
16* |
To authorise the Company to purchase own shares. |
474,062,011 |
99.99% |
36,562 |
0.01% |
262,543 |
61.36 |
|
17 |
To approve the Rule 9 Buyback Waiver Resolution |
162,205,219 |
76.20% |
50,661,998 |
23.80% |
231,410 |
27.55 |
|
18 |
To approve the Rule 9 LTIP Waiver Resolution |
162,197,619 |
76.20% |
50,664,598 |
23.80% |
236,410 |
27.55 |
|
19 |
To approve the amendment to the rules of the Alphawave IP Group PLC Long Term Incentive Plan |
338,683,272 |
87.46% |
48,547,868 |
12.54% |
87,096,443 |
50.12 |
|
20* |
To authorise the Company to call a general meeting on not less than 14 clear days' notice |
472,691,693 |
99.70% |
1,414,401 |
0.30% |
221,489 |
61.36 |
|
* special resolution |
|||||||
In accordance with the provisions of the City Code, each member of the Founder Concert Party (being Rajeevan Mahadevan, Tony Pialis and Jonathan Rogers), is considered to be interested in the outcome of Resolution 17 (Approval of the Rule 9 Buyback Waiver Resolution) and Resolution 18 (Approval of the Rule 9 LTIP Waiver Resolution). Accordingly, each of them has not voted on these resolutions. The two Resolutions have therefore been approved by a majority of the votes cast by the independent shareholders of the Company.
Since the 2024, AGM the Company has engaged with shareholders regarding both Resolution 17 and 18 and is delighted that the two Resolutions passed with 76.20% (for Resolution 17) and 76.19% (for Resolution 18) of participating independent shareholders voting in favour. However, as 23.80% (for Resolution 17) and 23.81% (for Resolution 18) of participating independent shareholders voted against the two resolutions, the independent directors will continue to engage as appropriate with those shareholders who did not support the two Resolutions in order to understand the reasons for their votes against the proposals and to continue a transparent and constructive dialogue in this area. The independent directors will take such reasons into account when considering whether or not to propose the two Resolutions again next year.
The independent directors continue to consider that maintaining the ability for the Company to buy back shares is in the best interests of all shareholders.
*Special Resolution
|
NOTES:
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|
|
|
|
|
1. |
Votes "For" and "Against" any resolution are expressed as a percentage (rounded to two decimal places) of votes validly cast for that resolution.
|
|
2. |
A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the total capital instructed.
|
|
3. |
The number of shares in issue at close of business on 13 June 2025 was 772,631,208. There were no shares held in treasury. The total number of voting rights in the Company is therefore 772,631,208. Up to 61.36% of voting capital was instructed (excluding votes withheld). |
|
4. |
The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at https://www.awaveip.com/en/investors/ |
|
5. |
Copies of the appropriate resolutions will be made available for inspection from the National Storage Mechanism, situated at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. |
|
6. |
These poll results (which include proxy results lodged before the AGM) will be available shortly on the Company's website at https://www.awaveip.com/en/investors/ |
For further information about this announcement please contact:
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Company Secretary
Email: [email protected]
17 June 2025