REG - CAB Payments Hldgs - Results of 2026 Annual General Meeting

Cab Payments HoldingsAnnouncement

29/04/2026 18:30

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RNS Number : 4753C  CAB Payments Holdings PLC  29 April 2026

29 April 2026

 

 

CAB Payments Holdings plc and its subsidiaries

("CAB", "CAB Payments", the "Group" or the "Company")

 

 

Results of 2026 Annual General Meeting

 

CAB Payments held its 2026 Annual General Meeting ("2026 AGM") today and
announces that all resolutions as set out in the Notice of 2026 AGM dated 25
March 2026, other than resolutions 18,19 and 20, were duly passed by the
requisite majorities.

 

The results of the poll votes are set out below and can also be viewed on the
Company's website at
https://www.crownagentsbank.com/investors/shareholder-information/#toggle-annual-general-meetings
(https://protect.checkpoint.com/v2/r02/___https:/www.crownagentsbank.com/investors/shareholder-information/___.YXAxZTpzaG9yZWNhcDpjOm9mZmljZTM2NV9lbWFpbHNfYXR0YWNobWVudDpjMTRiNmVhNWQ4OWZjMTcwODY5YWVkZTkxZDRhNWU0YTo3OjdjY2Y6NzI1NmI3NjU1YWUxY2RiZDQ3NWNmMjdkYTIzZmFlMTY5YmU0MGRkOTQ1OGU2NzMzMzAwMTE1NzVhOTljNGNkNTpwOkY6Tg#toggle-annual-general-meetings)
 

 

 Resolutions                                              For                  Against             Votes

                                                                                                   Withheld
                                                                       %                    %
 1       Approval of Annual Report 2025                   180,154,283  100.00  5,024        0.00   14,674,027
 2       Approval of Directors' Remuneration Report       173,315,926  96.22   6,815,180    3.78   14,702,228
 3       Election of James Hopkinson                      59,785,328   74.86   20,073,299   25.14  114,974,707
 4       Election of Nitin Kaul                           186,276,844  95.79   8,189,851    4.21   366,639
 5       Election of Peter Klein                          173,384,489  89.14   21,114,327   10.86  334,518
 6       Election of Henry Obi                            186,278,244  95.79   8,189,572    4.21   365,518
 7       Election of Kushagra Saxena                      WITHDRAWN
 8       Re-election of Caroline Brown                    58,484,009   73.26   21,342,497   26.74  115,006,828
 9       Re-election of Ann Cairns                        58,676,372   73.47   21,183,255   26.53  114,973,707
 10      Re-election of Susanne Chishti                   66,344,766   83.11   13,482,861   16.89  115,005,707
 11      Re-election of Noël Harwerth                     58,507,828   73.29   21,318,678   26.71  115,006,828
 12      Re-election of Jennifer Johnson-Calari           58,509,225   73.30   21,317,281   26.70  115,006,828
 13      Re-election of Karen Jordan                      179,664,870  92.93   13,661,134   7.07   1,507,330
 14      Re-election of Neeraj Kapur                      58,626,889   73.49   21,152,526   26.51  115,053,919
 15      Re-appointment of auditor                        181,178,450  99.99   25,456       0.01   13,629,428
 16      Remuneration of auditor                          179,899,622  99.30   1,272,297    0.70   13,661,415
 17      Political donations                              178,441,348  99.07   1,679,038    0.93   14,713,039
 18      Allotment of shares                              55,220,546   30.66   124,906,444  69.34  14,706,344
 19      Disapplication of pre-emption rights (general)   54,877,087   30.50   125,067,531  69.50  14,888,716
 20      Disapplication of pre-emption rights (specific)  54,890,646   30.50   125,053,972  69.50  14,888,716
 21      Notice period for general meetings               179,769,405  99.21   1,431,782    0.79   13,632,147

 

The votes of independent shareholders 1  (#_ftn1) on the resolutions
concerning the re-election of the Independent Non-executive Directors are set
out as below:

 

 Resolutions                                     For                Against            Votes

                                                                                       Withheld
                                                             %                  %
 5       Election of Peter Klein                 58,744,300  73.56  21,114,327  26.44  334,518
 7       Election of Kushagra Saxena             WITHDRAWN
 8       Re-election of Caroline Brown           58,484,009  73.26  21,342,497  26.74  366,639
 10      Re-election of Susanne Chishti          66,344,766  83.11  13,482,861  16.89  365,518
 11      Re-election of Noël Harwerth            58,507,828  73.29  21,318,678  26.71  366,639
 12      Re-election of Jennifer Johnson-Calari  58,509,225  73.30  21,317,281  26.70  366,639
 13      Re-election of Karen Jordan             65,024,681  82.64  13,661,134  17.36  1,507,330

 

Number of votes per Ordinary share: one

 

Notes:

1.       A "Vote Withheld" is not a vote in law and is not counted in
the proportion of votes "For" and "Against" a resolution.

2.       Total number of Ordinary shares in issue was 254,143,218.

3.       Total ordinary shares held by shareholders excluding the
controlling shareholder was 139,503,029.

 

The Board notes:

 

·    Resolutions 18 (authority to allot shares), 19 (disapplication of
pre-emption rights - general authority) and 20 (disapplication of pre-emption
rights - acquisitions/capital investments) did not achieve the requisite
majorities to pass. The resolutions were proposed in accordance with the best
practice guidance in the Pre-Emption Group's 2022 Statement of Principles.

 

·    The significant vote against the elections and re-elections of a
number of directors and the significant number of votes that were withheld at
the 2026 AGM.

 

·    The Board considers that the votes against these resolutions, and the
significant number of votes withheld, should be viewed in the context of the
ongoing unrecommended takeover offer for the Company by Helios, the Company's
largest shareholder, who holds 45.11% of the issued share capital of the
Company.

 

·    When votes from the shareholders who have signed irrevocable
undertakings or letters of intent to accept the unrecommended offer from the
Helios Consortium are excluded (together 7.39% of issued share capital of the
Company), the resolutions to elect or re-elect each of the Company's directors
that are considered Independent received approval from over 97% of votes cast.

 

·    The Board is committed to maintaining an open dialogue with the
Company's shareholders and will continue to engage with those shareholders who
voted against these resolutions to understand their views.  An update will be
provided within six months of the 2026 AGM in accordance with the UK Corporate
Governance Code.

 

 

 

Enquiries

Lesley Martin

Company Secretary

cosec@crownagentsbank.com (mailto:cosec@crownagentsbank.com)

 

Gaurav Patel

Head of Investor Relations

ir@cabpayments.com

 

About CAB Payments:

 

CAB Payments, via its operating subsidiary Crown Agents Bank Limited, exists
to deliver prosperity in the markets we serve.  With a network built over
more than 180 years, we connect the world's hardest-to-reach financial markets
to the global economy, moving money across 124 currencies and 800+ currency
pairs via API, digital platforms or bespoke solutions.  Crown Agents Bank
Limited is one of the first banks to achieve B Corporation™ status and holds
the Platinum Sustainability Rating from EcoVadis, ranking within the top 1% of
companies assessed globally.

 

LEI 8945007OZHZDN4LW1G21

(#_ftnref1)

 1  Independent shareholders refers to all shareholders excluding Helios which
holds 45.11% of the issued share capital of CAB Payments Holdings PLC

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