REG - AFC Energy Plc - Notice of General Meeting

AFC EnergyAnnouncement

30/05/2022 14:15

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RNS Number : 2769N  AFC Energy Plc  30 May 2022

 

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

  For further information, please contact:

 AFC Energy plc                                                 +44 (0) 14 8327 6726

 Adam Bond (Chief Executive Officer)                            investors@afcenergy.com (mailto:investors@afcenergy.com)
 Peel Hunt LLP - Nominated Adviser and Joint Broker             +44 (0) 207 418 8900

 Richard Crichton / Tom Ballard / Alexander Allen
 M C Peat & Co LLP - Joint Broker                               +44 (0) 20 7104 2334

 Charlie Peat
 Zeus Capital Limited - Joint Broker

 Daniel Harris (Corporate Finance)                              +44 (0) 203 829 5000

 Dominic King (Corporate Broking) / Rupert Woolfenden (Sales)
 FTI Consulting - Financial PR Advisors                         +44 (0) 203 727 1000

 Ben Brewerton / Nick Hennis / Dhruv Soni                       afcenergy@fticonsulting.com (mailto: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.

 

 

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