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Pantheon Infrastructure Plc announced that all 13 resolutions were passed at its Annual General Meeting on June 19, 2025, with between 64.28% and 68.30% of the issued share capital voted. Shareholders approved the election of Mr. Anthony Bickerstaff and re-election of Ms Anne Baldock, Ms Andrea Finegan, and Mr. Patrick O'Donnell Bourke as Directors, among other proposals. Concurrently, Ms Sapna Shah joined the board on June 19, 2025, Mr. Vagn Sørensen retired, Mr. Patrick O'Donnell Bourke became Chair of the Board and Nomination Committee, and Mr. Tony Bickerstaff became Chair of the Audit & Risk Committee.
| Date | 20 Jun 2025 |
| Time | 15:26:37 |
| Category | AGMs and other meetings |
| ID | 8336N |
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
Pantheon Infrastructure Plc
("PINT" or the "Company")
Legal Entity Identifier: 213800CKJXQX64XMRK69
20 June 2025
Annual General Meeting ("AGM") Results & Directorate Changes
The Company announces that at its Annual General Meeting held yesterday all the resolutions set out in the Notice of Annual General Meeting were passed. All resolutions were voted on by way of a poll. The results of the poll for each resolution were as follows:
|
|
For (No. of shares) |
For (%) |
Against (No. of shares) |
Against (%) |
Votes Withheld (No. of shares) |
Total Votes Validly Cast |
Issued Share Capital voted (%) |
|
1. To receive the Annual Report and Financial Statements. |
308,576,407 |
94.13% |
19,259,312 |
5.87% |
205 |
327,835,719 |
68.30% |
|
2. To approve the Directors' Remuneration Report. |
327,654,742 |
99.96% |
139,766 |
0.04% |
41,416 |
327,794,508 |
68.29% |
|
3. To elect Mr. Anthony Bickerstaff as a Director |
327,790,251 |
100.00% |
8,026 |
0.00% |
37,647 |
327,798,277 |
68.29% |
|
4. To re-elect Ms Anne Baldock as a Director |
324,731,481 |
99.06% |
3,066,797 |
0.94% |
37,645 |
327,798,278 |
68.29% |
|
5. To re-elect Ms Andrea Finegan as a Director |
324,711,806 |
99.06% |
3,064,840 |
0.94% |
59,277 |
327,776,646 |
68.29% |
|
6. To re-elect Mr. Patrick O'Donnell Bourke as a Director |
300,043,534 |
97.25% |
8,485,484 |
2.75% |
19,306,905 |
308,529,018 |
64.28% |
|
7. To re-appoint Ernst & Young LLP as Auditor. |
327,776,990 |
99.98% |
58,680 |
0.02% |
254 |
327,835,670 |
68.30% |
|
8. To authorise the Audit & Risk Committee to determine the remuneration of the Auditor. |
327,827,119 |
100.00% |
0 |
0.00% |
8,805 |
327,827,119 |
68.30% |
|
9. To authorise the Directors to allot Ordinary shares. |
327,715,915 |
99.96% |
119,753 |
0.04% |
256 |
327,835,668 |
68.30% |
|
10. To dis-apply pre-emption rights.* |
326,389,157 |
99.56% |
1,432,011 |
0.44% |
14,756 |
327,821,168 |
68.30% |
|
11. To dis-apply pre-emption rights in connection with an acquisition or capital investment.* |
326,400,452 |
99.57% |
1,422,101 |
0.43% |
13,371 |
327,822,553 |
68.30% |
|
12. To authorise the Company to make market purchases of Ordinary shares of the Company.* |
327,813,022 |
99.99% |
22,697 |
0.01% |
205 |
327,835,719 |
68.30% |
|
13. To authorise calling general meetings (other than AGM) at not less than 14 days' notice.* |
327,326,535 |
99.85% |
507,598 |
0.15% |
1,791 |
327,834,133 |
68.30% |
*special resolutions
|
NOTES:
|
|
|
1. |
All resolutions were passed. |
|
2. |
Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution. |
|
3. |
Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution. |
|
4. |
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. |
|
5. |
The number of shares in issue on 19 June 2025 was 480,000,000 ordinary shares (including 11,375,000 shares in treasury). The number of Ordinary Shares in circulation (excluding treasury shares), carrying one vote each, is 468,625,000. |
|
6. |
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.pantheoninfrastructure.com/investor-centre/reports-and-publications/# |
|
7. |
In accordance with listing rule 6.4.2R, a copy of resolutions 9 -13 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism |
Directorate Changes
As announced on 10 June 2025, Ms Sapna Shah had joined the PINT Board as a Non-Executive Director on 19 June 2025. Previously, we also announced that the Chair and a Non-Executive Director, Mr Vagn Sørensen, would not be seeking re‑election at the AGM held yesterday and would be retiring from the Board following the conclusion of the meeting. Vagn has led the Board since its IPO in 2021, during which the Company has assembled a diversified and high quality portfolio of infrastructure investments. The Directors would like to extend their thanks for his invaluable guidance, dedication, and commitment.
With Vagn retiring on 19 June 2025, Mr Patrick O'Donnell Bourke, a Non-Executive Director and Chairman of the Audit & Risk Committee, has taken up the role of Chair of the Board and the Chair of the Nomination Committee. Mr Tony Bickerstaff, a Non-Executive Director, has become Chair of the Audit & Risk Committee in Patrick's place.
For further information please contact:
MUFG Corporate Governance Limited
Company Secretary