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4 Sep 2024 14:25
AEW UK REIT PLC
(the "Company")
Legal Entity Identifier: 21380073LDXHV2LP5K50
4 September 2024
Annual General Meeting ("AGM") Results & Directorate Changes
The Company announces that at its AGM held earlier today all the resolutions set out in the Notice of AGM were passed. All resolutions were voted on by way of a poll. The results of the poll for each resolution were as follows:
Resolution
| For (No. of shares) | For (%) | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) |
Total Votes |
Issued Share Capital voted (%)
|
1. To receive the Annual Report and Financial Statements. | 41,905,694 | 99.92% | 34,224 | 0.08% | 28,736 | 41,939,918 | 26.47% |
2. To approve the Directors' Remuneration Report. | 41,540,759 | 99.17% | 346,954 | 0.83% | 80,941 | 41,887,713 | 26.44% |
3. To re-appoint BDO LLP as Auditor of the Company. | 41,581,360 | 99.15% | 358,558 | 0.85% | 28,736 | 41,939,918 | 26.47% |
4. To authorise the Directors to determine the remuneration of the Auditor. | 41,864,405 | 99.86% | 60,598 | 0.14% | 43,651 | 41,925,003 | 26.46% |
5. To re-elect Mark Kirkland as a Director. | 32,440,451 | 77.46% | 9,437,427 | 22.54% | 90,776 | 41,877,878 | 26.43% |
6. To re-elect Katrina Hart as a Director. | 39,974,342 | 95.45% | 1,906,036 | 4.55% | 88,276 | 41,880,378 | 26.44% |
7. To elect Robin Archibald as a Director. | 40,962,904 | 97.82% | 914,974 | 2.18% | 90,776 | 41,877,878 | 26.43% |
8. To elect Elizabeth Peace as a Director. | 41,198,138 | 98.38% | 678,519 | 1.62% | 91,997 | 41,876,657 | 26.43% |
9. To authorise the Directors to allot Ordinary shares. | 41,644,549 | 99.36% | 268,217 | 0.64% | 55,888 | 41,912,766 | 26.46% |
10. To authorise the Directors to allot further Ordinary shares. | 41,605,040 | 99.27% | 307,726 | 0.73% | 55,888 | 41,912,766 | 26.46% |
11. To dis-apply pre-emption rights.* | 41,158,409 | 98.28% | 722,397 | 1.72% | 88,388 | 41,880,806 | 26.44% |
12. To further dis-apply pre-emption rights.* | 40,756,512 | 97.32% | 1,124,294 | 2.68% | 88,388 | 41,880,806 | 26.44% |
13. To authorise the Company to make market purchases of Ordinary shares of the Company. * | 41,118,351 | 98.01% | 834,364 | 1.99% | 16,479 | 41,952,715 | 26.48% |
14. To authorise the Company to call general meetings, other than AGMs, on 14 clear days' notice. * | 40,523,250 | 96.65% | 1,406,733 | 3.35% | 39,211 | 41,929,983 | 26.47% |
*special resolution
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 3 September 2024 was 158,424,746 ordinary shares, carrying one vote each, and at that time, the Company did not hold any shares in treasury. |
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.aewukreit.com/. |
7. | In accordance with listing rule 14.3.6R, a copy of resolutions 9-14 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. |
Resolution 5 - To re-elect Mark Kirkland as a Director
There is an unusually large vote against Resolution 5 - the re-election of Mark Kirkland as a Director. We understand this to be due to one of the proxy voting agents having recommended a vote against Mark's reappointment due to perceived overboarding, based on the set criteria they apply to their analysis.
The Company complies with the Association of Investment Companies' Corporate Governance Code, which recommends that Non-Executive Directors have sufficient time to discharge their Board responsibilities and the Board is very comfortable that Mark satisfies this criteria. In addition, the Board do not consider that the criteria applied to the overboarding analysis reflects the substance of Mark's other commitments. The Board, via its advisers, has communicated this position to the proxy agent concerned and has also engaged with a number of shareholders ahead of the AGM, each time addressing their concerns regarding the potential overboarding matter.
The Board, assisted by the Company's broker, will continue to engage with shareholders, including those who voted against the resolution, to explain the position. The Company will consider any additional feedback received and will provide an update within six months of the AGM, if any shareholder concerns are expressed.
The Board would like to reiterate their view that Mark continues to be a valued member of the Company's Non-Executive Board as the audit committee chair. He has the experience, knowledge, and capability for the role and has committed sufficient time to his role in the Company since he was appointed some years ago.
Directorate Changes
As announced previously, Mark Burton, the Company's Non-Executive Director and a Non-Executive Chairman, did not seek re‑election at today's AGM, and retired from the Board after 9 years of service. Robin Archibald, who had been appointed as a Non-Executive Director and Chairman-elect in October 2023, Robin has now succeeded Mark as the Chairman of the Board.
Robin Archibald, Chairman of the Company, commented on the retirement:
"On behalf of the Board, I would like to express our thanks to Mr Burton for his contribution over the years. His leadership, unique perspective and expertise have been invaluable to the Company throughout his tenure."
-END-
AEW UK
| |
Henry Butt
George Elliot | henry.butt@eu.aew.com +44(0) 7920 499076
george.elliot@eu.aew.com +44(0) 7870 896965 |
Company Secretary
|
|
Link Company Matters Limited | aewu.cosec@linkgroup.co.uk |
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