Last checked at 30 May 2022 14:00
30 May 2022
AFC Energy PLC
("AFC Energy" or the "Company")
Notice of General Meeting
AFC Energy (AIM: AFC), a leading provider of hydrogen power generation technologies, announces that it has posted a Notice of General Meeting ("GM") to shareholders.
As announced on 7 April 2022, the resolution to remove the cap on non-executive director fees in the Articles of Association was not passed at the recent AGM. As such, the Company is tabling a resolution at a General Meeting to be held on 24 June 2022 to adjust the cap for aggregate non-executive fees to £400,000. The proposed cap is designed to provide sufficient but not excessive flexibility over the next few years to recruit and retain suitably experienced and qualified non-executive directors to support and work with the executive team.
The Company has based the proposed increase in the cap on:
• | The cost associated with the expansion of the Board following the recruitment of an additional non-executive director; |
• | The cost associated with recruiting a further independent non-executive director before the next AGM; and |
• | Balancing the fees paid to non-executive directors to align with the current market for similarly sized companies, following a review of the market prompted by the Company's recent experience of recruiting a new non-executive director and a chairman. |
The proposed cap will leave sufficient headroom to recruit a further non-executive director and to take account of market-related adjustments.
In December 2021, AFC Energy strengthened the Board with the appointment of Monika Biddulph and, at the last Board meeting, Monika was appointed to the Audit and Remuneration Committees to increase the number of independent members sitting on those committees.
As the Company continues to grow and develop, the Board believes it is an appropriate time to recruit a further non-executive director whose skills complement those of the existing Board. The current Board brings experience in the commercial, technical and financial spheres but the Board believes there is merit in adding a non-executive director with skills in organisational development.
The Articles of Association currently cap the aggregate non-executive director fees at £150,000 per annum and it has become clear that this cap puts a limit on the Company's ability to pay an appropriate, market-competitive level of fees to the non-executive directors.
The General Meeting will be held at the offices of Zeus Capital Limited,10 Old Burlington Street, London, W1S 3AG at 9.00 am on 24 June 2022 with the sole purpose of considering a resolution to increase the aggregate cap on fees payable to non-executive directors from £150,000 to £400,000 proposed in the attached Notice of General Meeting. No investor presentation will be given.
The results of the GM will be announced via the Regulatory News Service and made available on the Company's website at www.afcenergy.com as soon as practicable.
The following documents have been posted or made available to shareholders:
1. Notice General Meeting; and
2. Form of proxy for the General Meeting.
The Notice of General Meeting will be published shortly on the Company's website at https://www.afcenergy.com/investors/financial-reports/.
For further information, please contact:
AFC Energy plc Adam Bond (Chief Executive Officer) | +44 (0) 14 8327 6726 investors@afcenergy.com |
Peel Hunt LLP - Nominated Adviser and Joint Broker Richard Crichton / Tom Ballard / Alexander Allen | +44 (0) 207 418 8900
|
M C Peat & Co LLP - Joint Broker Charlie Peat | +44 (0) 20 7104 2334 |
Zeus Capital Limited - Joint Broker Daniel Harris (Corporate Finance) Dominic King (Corporate Broking) / Rupert Woolfenden (Sales) |
+44 (0) 203 829 5000 |
FTI Consulting - Financial PR Advisors Ben Brewerton / Nick Hennis / Dhruv Soni | +44 (0) 203 727 1000 afcenergy@fticonsulting.com |
About AFC Energy
AFC Energy plc is commercialising scalable "fuel flexible" fuel cell systems, to provide clean electricity for on and off grid applications. The technology, pioneered over the past twelve years in the UK, is now deployable in electric vehicle chargers, off-grid decentralised power systems and data centre applications with emerging opportunities across maritime and rail as part of a portfolio approach to the decarbonisation of local electricity needs.