REG - AEW UK REIT PLC - AGM Results & Directorate Changes

Aew UK ReitAnnouncement

04/09/2024 14:30

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RNS Number : 9297C  AEW UK REIT PLC  04 September 2024

 

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               For     Against           Against  Votes Withheld

                                                                                (No. of shares)   (%)     (No. of shares)   (%)      (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                41,605,040       99.27%   307,726          0.73%     55,888            41,912,766   26.46%
 shares.
 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                41,118,351       98.01%   834,364          1.99%     16,479            41,952,715   26.48%
 Ordinary shares of the Company. *
 14.         To authorise the Company to call general meetings, other            40,523,250       96.65%  1,406,733         3.35%    39,211            41,929,983    26.47%
 than AGMs, on 14 clear days' notice. *

 *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/ (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
     (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      henry.butt@eu.aew.com (mailto:henry.butt@eu.aew.com)

                 +44(0) 7920 499076

 George Elliot   george.elliot@eu.aew.com (mailto:george.elliot@eu.aew.com)

                  +44(0) 7870 896965

 

 

 Company Secretary

 Link Company Matters Limited  aewu.cosec@linkgroup.co.uk (mailto:aewu.cosec@linkgroup.co.uk)

 

 

 

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