REG - AFC Energy Plc - Annual General Meeting Results

AFC EnergyAnnouncement

07/04/2022 16:00

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RNS Number : 6986H  AFC Energy Plc  07 April 2022

AFC Energy PLC

("AFC Energy" or the "Company")

Annual General Meeting Results

7 April 2022

 

AFC Energy (AIM: AFC), a leading provider of hydrogen power generation
technologies, announces that at its Annual General Meeting held at 9.30 am on
Thursday 7 April 2022, all resolutions except resolution 9 to remove the cap
on NED fees in the Notice of Annual General Meeting dated 11 March 2021 were
passed by the necessary majority.

The Company notes that the holders of 31.1% of the votes cast (representing
5.62% of the total voting rights of the Company) voted against the removal of
the cap on non-executive directors' fees and therefore the Articles will not
be amended at this time. The current cap of £150,000 restricts our ability to
pay normal market rate fees to NEDs. By removing the cap and implementing a
strict remuneration policy, the committee felt that this was the most
appropriate way to ensure that the Company attracts and retains high quality
NEDs whilst ensuring fee levels are proportionate with experience and skills.
However, given the results of the poll we shall broaden our consultation with
shareholders to determine what further actions, if any, need to be taken
before seeking approval within the next six months.

The Company also notes that the holders of 23.7% of the votes cast
(representing 4.12% of the total voting rights of the Company) voted against
the adoption of the accounts. The Board has engaged with several shareholders
in recent weeks and understands that the principal concerns for the votes
against the resolution to approve the accounts were:

·      The independence of the key committees due to one member having
previously received part of their fee in the form of warrants,

·      The performance conditions for the options granted to the
Executive Directors relating only to share price targets,

·      The options granted to the Executive Directors under the
Transitional Award Plan vesting in less than three years, and

·      Repricing of the outstanding awards for the Executive Director.

In December 2021, Monika Biddulph was appointed to the Board increasing the
number of independent directors and has subsequently been appointed to the
Remuneration and Audit Committees. However, given the results of the poll, the
Company commits to ongoing consultation with shareholders to determine what
further actions, if any, are required to ensure the independence of key
committees.

Previously, reflecting AFC Energy's background as an emerging technology
driven company, remuneration structures were contingent on corporate progress
and the availability of capital. Given the Company's enhanced status and
balance sheet, it has now developed a remuneration policy which ensures that
it can attract, retain and motivate senior executives and staff in line with
shareholder objectives. Going forward the remuneration report will be put to
vote in the AGM and the Company will be consulting with shareholders to
determine what further actions, if any, need to be taken when applying the
Remuneration Policy in future years and will report back within six months

A summary of the poll is as follows:

 

 Res.  Brief Description                  Votes for & Discretion      %    Votes against  %    Total votes      Votes withheld

(ex. withheld)
 No.
 ORDINARY RESOLUTIONS
 1     FINANCIAL STATEMENTS               97,426,145                  76   30,292,879     24   127,719,024      3,645,709

 2     RE-ELECT A BOND                    125,060,438                 95   5,902,273      5    130,962,711      402,022
 3     ELECT DR M BIDDULPH                130,877,385                 100  219,906        0    131,097,291      267,442

 4     ELECT G BULLARD                    125,990,711                 96   5,076,091      4    131,066,802      294,931

 5     RE-APPOINT AUDITORS                130,902,000                 100  114,285        0    131,016,285      348,448
 6     REMUNERATION OF AUDITORS           130,820,433                 100  259,567        0    131,080,000      284,733
 7     ALLOT EQUITY SECURITIES            129,896,108                 99   1,225,115      1    131,121,223      243,510

 SPECIAL RESOLUTIONS
 8     PRE-EMPTION RIGHTS                 128,208,627                 98   2,841,880      2    131,050,507      314,226
 9     ARTICLES OF ASSOCIATION            91,546,547                  69   41,267,625     31   132,814,172      722,315

 

Annual General Meeting - proxy voting results

 

These results are also available to view on the Company's website at

https://www.afcenergy.com/investors/financial-reports/
(https://www.afcenergy.com/investors/financial-reports/) .

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