REG - Beazley PLC - Result of AGM

BeazleyAnnouncement

25/04/2023 17:30

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RNS Number : 4389X  Beazley PLC  25 April 2023

 

 

 

 

Beazley plc

 

London, 25 April 2023

Beazley plc - 2023 Annual General Meeting Results

Beazley plc held its annual general meeting for shareholders at 2.30pm today
and announces that all the resolutions (with the exceptions of resolutions 22
and 23) were duly passed.

The Board would like to thank shareholders for their engagement and support
ahead of the AGM and throughout the year. While most of the resolutions were
passed, with majorities in excess of 91%, the Board notes that resolutions 22
(general disapplication of pre-emption rights) and 23 (disapplication of
pre-emption rights in connection with an acquisition or specified capital
investment) which were special resolutions requiring a 75% majority, did not
receive sufficient support to be passed (receiving votes in favour of 60.76%
and 60.85% respectively).

Both of the resolutions followed the provisions of the Pre-Emption Group's
2022 Statement of Principles for the disapplication of pre-emption rights. The
Board considers the flexibility afforded by these authorities to be in the
best interests of the Company.

The Company has already begun engaging with those shareholders who voted
against this resolution. In accordance with provision 4 of the UK Corporate
Governance Code (the "Code"), the Board confirms that it will consult and
continue to engage with the relevant shareholders to understand and discuss
their concerns with respect to these resolutions. An update will be provided
within six months of the AGM, in accordance with the Code, with a final
summary to be included in the Company's 2023 annual report and accounts.

As previously announced, Clive Bannister has assumed the role of Chair of the
Board and Nomination Committee with effect from the conclusion of the
meeting.

In accordance with Listing Rule 9.6.3, full details of the resolutions passed
as special business will be submitted to the National Storage Mechanism and
will shortly be available for inspection.

For information, the results of the AGM are set out below. The total number of
votes received for each resolution is set out below. The number of 5p ordinary
shares in issue and the number of voting rights on 21 April 2023 was
672,235,059.

 Resolution No.  Description                                                                     Votes in Favour and discretionary  Votes Against  Votes Withheld
 1               To receive the accounts for the financial year ended 31 December 2022,          506,951,843                        11,134         2,570,292
                 together

                 with the Directors' report and Auditor's report thereon
 2               To approve the Directors' Remuneration Report for the financial year ended      449,211,909                        43,542,160     16,779,200

                 31 December 2022
 3               To approve the Directors' Remuneration Policy to take effect immediately from   475,662,878                        23,682,695     10,187,696
                 the end of the annual general meeting
 4               To approve the payment of an interim dividend of 13.5 pence per ordinary share  509,494,910                        11,134         27,225
 5               To re-elect Rajesh Agrawal as a Director of the Company                         508,869,976                        601,726        61,567
 6               To re-elect Adrian Cox as a Director of the Company                             509,218,774                        251,756        62,739
 7               To re-elect Pierre-Olivier Desaulle as a Director of the Company                503,197,847                        6,272,996      62,426
 8               To re-elect Nicola Hodson as a Director of the Company                          504,662,406                        4,808,437      62,426
 9               To re-elect Sally Lake as a Director of the Company                             495,773,144                        13,697,386     62,739
 10              To re-elect Christine LaSala as a Director of the Company                       503,198,462                        6,272,381      62,426
 11              To re-elect John Reizenstein as a Director of the Company                       488,599,171                        6,271,078      14,663,020
 12              To re-elect Robert Stuchbery as a Director of the Company                       509,214,774                        252,069        66,426
 13              To elect Clive Bannister as a new Director of the Company                       507,501,247                        1,965,596      66,426
 14              To elect Fiona Muldoon as a new Director of the Company                         509,215,087                        251,756        66,426
 15              To elect Cecilia Reyes Leuzinger as a new Director of the Company               509,215,314                        251,529        66,426
 16              To re-appoint EY as Auditors of the Company                                     492,913,433                        1,954,675      14,665,161
 17              To authorise the Audit Committee to determine the Auditors' remuneration        508,727,900                        747,802        57,567
 18              To approve the UK Share Incentive Plan 2023                                     508,630,817                        868,700        33,752
 19              To approve the International Share Incentive Plan 2023                          509,486,684                        12,833         33,752
 20              To approve the amendment to the Long Term Incentive Plan 2022                   506,644,840                        2,822,218      66,211
 21              To authorise the Directors to allot shares                                      482,945,267                        26,554,649     33,353
 22*             To authorise the disapplication of pre-emption rights generally                 308,107,192                        198,940,145    2,485,932
 23*             To authorise the disapplication of pre-emption rights for an acquisition or     309,129,133                        198,922,293    1,481,843
                 specified capital investment
 24*             To authorise the Company to make market purchases of Ordinary Shares            508,108,187                        1,230,675      194,407
 25*             To allow the Company to hold general meetings (other than annual general        495,958,963                        13,513,495     60,811
                 meetings) on not less than 14 clear days' notice

 * Special resolution

 

For further information please contact:

 

Beazley plc

Christine Oldridge

 

+44 (0)20 7674 7758

 

 

Note to editors:

Beazley plc (BEZ.L), is the parent company of specialist insurance businesses
with operations in Europe, North America, Latin America and Asia. Beazley
manages seven Lloyd's syndicates and, in 2022, underwrote gross premiums
worldwide of $5,268.7million. All Lloyd's syndicates are rated A by A.M.
Best.

Beazley's underwriters in the United States focus on writing a range of
specialist insurance products. In the admitted market, coverage is provided by
Beazley Insurance Company, Inc., an A.M. Best A rated carrier licensed in all
50 states. In the surplus lines market, coverage is provided by the Beazley
syndicates at Lloyd's.

Beazley's European insurance company, Beazley Insurance dac, is regulated by
the Central Bank of Ireland and is A rated by A.M. Best and A+ by Fitch.

Beazley is a market leader in many of its chosen lines, which include
Professional Indemnity, Cyber Liability, Property, Marine, Reinsurance,
Accident and Life, and Political Risks and Contingency Business.

For more information please go to: www.beazley.com

 

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