Tern PLC Result of AGM and Directorate Change (3811E)

TIDMTERN

RNS Number : 3811E

Tern PLC

29 June 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

29 June 2023

Tern Plc

("Tern" or the "Company")

Result of AGM

Directorate Change

Tern Plc (AIM:TERN), the investment company specialising in supporting high growth, early-stage, disruptive Internet of Things ("IoT") technology businesses, announces that at the Company's Annual General Meeting ("AGM") held earlier today resolutions 1, 2, 4 and 7 were passed on a poll. Resolutions 3, 5 and 6 were not passed.

As resolution 3, seeking the re-appointment of Albert Sisto as a director of the Company was not passed, Mr Sisto ceased to be a director at the conclusion of the AGM. Mr Sisto remains an employee of the Company. Due to this change the Board is considering the future management structure of the Company and further announcements may be made in due course, as appropriate. Following resolutions 5 and 6 not being passed, the Directors do not currently have the authority to issue new ordinary shares for cash or generally.

The Board is committed to continuing an open dialogue with the Company's shareholders. Following the voting at the AGM, where it is able to, the Board will continue to seek to engage with those shareholders who are understood to have voted against certain of the resolutions to understand their views and/or any specific concerns.

Details of the poll voting on each resolution are set out below:

 
 Resolution               Votes For*                Votes Against            Votes Withheld**   Total Votes 
                                                                                                 Cast (excluding 
                                                                                                 Withheld)** 
                          No. of        % of        No. of       % of        No. of ordinary 
                           ordinary      ordinary    ordinary     ordinary    shares 
                           shares        shares      shares       shares 
                                         voted**                  voted** 
                         ------------  ----------  -----------  ----------  ----------------- 
  ORDINARY RESOLUTIONS 
 1. To receive 
  and adopt 
  the accounts 
  for the financial 
  year ended 
  31 December 
  2022                    122,441,663   90.12       13,417,358   9.88        11,929,443         135,859,021 
                         ------------  ----------  -----------  ----------  -----------------  ----------------- 
 2. To re-appoint 
  Evelyn Partners 
  as auditors 
  of the Company 
  and to authorise 
  the Directors 
  to determine 
  their remuneration.     114,225,642   88.11       15,407,025   11.89       18,155,797         129,632,667 
                         ------------  ----------  -----------  ----------  -----------------  ----------------- 
 3. To re-appoint 
  Mr Albert 
  Sisto as 
  a Director 
  of the Company          58,842,897    41.12       84,263,426   58.88       4,682,141          143,106,323 
                         ------------  ----------  -----------  ----------  -----------------  ----------------- 
 4. To re-appoint 
  Mr Matthew 
  Scherba as 
  a Director 
  of the Company          79,479,356    56.81       60,428,750   43.19       7,880,358          139,908,106 
                         ------------  ----------  -----------  ----------  -----------------  ----------------- 
 5. To authorise 
  the Directors 
  to allot 
  securities              54,770,740    38.40       87,866,032   61.60       5,151,692          142,636,772 
                         ------------  ----------  -----------  ----------  -----------------  ----------------- 
  SPECIAL RESOLUTION 
 
 6. To disapply 
  statutory 
  pre-emption 
  rights                  45,702,008    33.21       91,895,015   66.79       10,191,441         137,597,023 
                         ------------  ----------  -----------  ----------  -----------------  ----------------- 
 7. To allow 
  the Company 
  to make market 
  purchases 
  of its Ordinary 
  Shares                  110,338,688   76.37       34,141,766   23.63       3,308,010          144,480,454 
                         ------------  ----------  -----------  ----------  -----------------  -----------------

* Votes 'For' include votes giving the Chairman discretion.

** A 'Vote Withheld' is not a vote in law and has not been counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

The resolutions are set out in full in the Company's Notice of 2023 Annual General Meeting dated 30 May 2023. The votes received represented approximately 38 per cent. of the Company's issued share capital.

Enquiries

 
 Tern Plc                                 via IFC Advisory 
  Ian Ritchie (Chairman) 
 
   Allenby Capital Limited                  Tel: 0203 328 5656 
   (Nominated Adviser and Broker) 
   Alex Brearley / Dan Dearden-Williams 
   (Corporate Finance) 
   Matt Butlin / Kelly Gardiner (Sales 
   and Corporate Broking) 
 
   IFC Advisory                             Tel: 0203 934 6630 
   (Financial PR and IR)                    tern@investor-focus.co.uk 
   Tim Metcalfe 
   Graham Herring 
   Florence Chandler

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END

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June 29, 2023 05:09 ET (09:09 GMT)

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