9 July 2026
Bytes Technology Group plc
("BTG" or "the Company")
Results of Annual General Meeting
BTG announces that at its Annual General Meeting ("AGM") held today, 9 July 2026, all resolutions set out in the Notice of Annual General Meeting, except Resolutions 13, 15 and 16, were passed by the requisite majority. Further details on the resolutions that did not achieve the required majority are set out below. A poll was taken on the resolutions put to the meeting.
The results of the poll for each resolution, incorporating proxy votes lodged in advance of the meeting, were as follows:
VOTES FOR % VOTES AGAINST % TOTAL SHARES VOTED % OF ISSUED SHARE CAPITAL VOTED VOTES WITHHELD | ORDINARY RESOLUTIONS | 1. Receipt of the 2026 Annual Report and Accounts 213,858,280 100.00% 7,171 0.00% 213,865,451 91.65% 112,906 | 2. Approval of the Directors' Remuneration Report 213,045,522 99.61% 827,289 0.39% 213,872,811 91.65% 105,546 | 3. To pay a final dividend 213,867,946 100.00% 6,997 0.00% 213,874,943 91.66% 103,414 | 4. To re-elect Patrick De Smedt as a Director 209,934,464 98.16% 3,928,934 1.84% 213,863,398 91.65% 114,959 | 5. To re-elect Sam Mudd as a Director 213,857,529 100.00% 10,638 0.00% 213,868,167 91.65% 110,188 | 6. To re-elect Andrew Holden as a Director 213,851,005 99.99% 18,396 0.01% 213,869,401 91.65% 108,956 | 7. To re-elect Erika Schraner as a Director 213,609,482 99.88% 253,569 0.12% 213,863,051 91.65% 115,306 | 8. To re-elect Shruthi Chindalur as a Director 213,787,368 99.96% 75,683 0.04% 213,863,051 91.65% 115,306 | 9. To re-elect Ross Paterson as a Director 213,706,535 99.93% 156,516 0.07% 213,863,051 91.65% 115,306 | 10. To re-elect Anna Vikström Persson as a Director 213,849,569 100.00% 10,067 0.00% 213,859,636 91.65% 118,721 | 11. Authority to re-appoint Ernst & Young LLP as auditor 213,865,927 100.00% 8,690 0.00% 213,874,617 91.66% 103,740 | 12. Remuneration of the auditor 213,865,902 100.00% 8,727 0.00% 213,874,629 91.66% 103,728 | 13. Authority to allot new shares 97,432,127 45.56% 116,442,539 54.44% 213,874,666 91.66% 103,691 | 14. Authority to make political donations 161,884,292 75.72% 51,900,727 24.28% 213,785,019 91.62% 193,338 | SPECIAL RESOLUTIONS | 15. Disapplication of pre-emption rights 112,095,107 52.41% 101,778,548 47.59% 213,873,655 91.66% 104,702 | 16. Disapplication of pre-emption rights for purposes of acquisitions and other capital investment 117,558,989 54.97% 96,315,730 45.03% 213,874,719 91.66% 103,638 | 17. Authority for the company to purchase its ordinary shares 213,725,067 99.97% 64,719 0.03% 213,789,786 91.62% 188,571 | 18. Notice period for general meetings other than annual general meetings 210,530,949 98.44% 3,345,082 1.56% 213,876,031 91.66% 102,326 |
Resolutions 1 to 14 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 15 to 18 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
The Board acknowledges that more than 20% of the votes cast on Resolution 14 were against and, in addition, notes the failure of Resolutions 13, 15 and 16. The Company notes that some of its largest shareholders are not supportive of these authorities as a matter of general policy. The Board is committed to continuing an open and transparent dialogue with the Company's shareholders and will continue to engage with those shareholders who voted against these resolutions to further understand their views and address any specific concerns. An update will be provided within six months of today's AGM, as required by the UK Corporate Governance Code.
Notes:
- Proxy appointments giving discretion to the Chair of the meeting have been included in the "For" total.
- A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
- The Company's total ordinary shares in issue (total voting rights) as at 7 July 2026, being the record date at which a person had to be registered in the Company's register of members in order to vote at the AGM, was 233,346,177 ordinary shares of £0.01 each. Ordinary shareholders are entitled to one vote per ordinary share held.
In compliance with UKLR 6.4.2, a copy of the resolutions passed at the AGM will be submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of this announcement will be available at: https://www.bytesplc.com/investors/shareholder-information/
Enquiries
WK Groenewald Tel: +44 (0)1372 418992 | Group Company Secretary | Bytes Technology Group plc |
The Company has a primary listing on the Main Market of the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END RAGSSSFLUEMSEIW