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RNS Number : 5845L Yellow Cake PLC 06 September 2023
6 September 2023
Yellow Cake plc ("Yellow Cake" or the "Company")
Results of 2023 Annual General Meeting
Yellow Cake, a specialist company operating in the uranium sector with a view
to holding physical uranium ("U(3)O(8)") for the long term, is pleased to
announce that at the Annual General Meeting of the Company held on 6 September
2023 ("AGM" or the "Meeting") all resolutions were duly passed. Resolutions
1-11 were passed as ordinary resolutions and resolutions 12 and 13 were passed
as special resolutions.
The full text of the resolutions passed at the Meeting can be found in the
Notice of Annual General Meeting, which is available on the Company's website
at www.yellowcakeplc.com.
The following table shows the votes cast on each resolution:
VOTES FOR % VOTES AGAINST % TOTAL VOTES VALIDLY CAST % OF SHARE CAPITAL WITH VOTING RIGHTS VOTES WITHHELD
1 Annual Report and Accounts 66,462,151 72.4 25,280,031 27.6 91,742,182 46.3 200,065
2 Re-appoint Anthony Tudor St John, The Lord St John of Bletso 85,446,658 93.0 6,390,677 7.0 91,837,335 46.3 104,912
3 Re-appoint Andre Liebenberg 91,326,409 99.4 512,120 0.6 91,838,529 46.3 103,718
4 Re-appoint Carole Whittall 61,699,633 97.6 1,508,043 2.4 63,207,676 31.9 28,734,571
5 Re-appoint Sofia Bianchi 90,707,257 98.8 1,129,841 1.2 91,837,098 46.3 105,149
6 Re-appoint Alexander Downer 91,376,276 99.5 464,494 0.5 91,840,770 46.3 101,477
7 Re-appoint Alan Rule 91,377,953 99.5 461,704 0.5 91,839,657 46.3 102,590
8 Re-appoint Claire Brazenall 91,449,090 99.6 380,113 0.4 91,829,203 46.3 113,044
9 Re-appoint auditor 91,826,316 100.0 11,911 0.0 91,838,227 46.3 104,020
10 Auditor's remuneration 91,837,957 100.0 1,308 0.0 91,839,265 46.3 102,982
11 Authority to allot shares 81,213,369 88.4 10,629,225 11.6 91,842,594 46.3 99,653
12 Disapply pre-emption rights 87,583,885 95.4 4,253,768 4.6 91,837,653 46.3 104,594
13 Authority to purchase own shares 91,705,666 100.0 3,209 0.0 91,708,875 46.3 233,372
Notes:
(1) A vote withheld is not a vote in law and is not counted in
the calculation of votes for or against a resolution.
(2) As at close of business on 4 September 2023, being the date
used to determine the entitlement of shareholders to attend and vote at the
Annual General Meeting, the Company's issued share capital was 202,740,700
Ordinary Shares, the number of Ordinary Shares held in treasury was 4,584,283
and the total voting rights in the Company were therefore 198,156,477.
The Board notes that resolution 1 (to receive the Company's Annual Report and
Accounts for the financial year ended 31 March 2023) was passed with the
necessary majority but received less than 80% of votes in favour.
The Company is aware that Investor Shareholder Services (ISS), a proxy
advisory firm, recommended that shareholders vote against resolution 1 due to
the non-conditionality of vesting of the Company's long-term incentive
awards. As an AIM listed company, Yellow Cake is not required to and does not
offer a separate vote in respect of its directors' remuneration report and ISS
therefore recommended a vote against the approval of the Company's Annual
Report and Accounts which included the directors' remuneration report.
Given that Yellow Cake does not have operations, the Board considers that its
Long Term Incentive Plan ("LTIP"), which was developed on the advice of
external independent remuneration consultants, is appropriate for Yellow Cake.
As per the terms of the LTIP, the amount of awards granted pursuant to Yellow
Cake's LTIP is determined by a performance underpin. In addition, the strike
price of the grant is set at the higher of the NAV on the grant date and the
market price in the week prior to the grant date, thereby introducing a
penalty to the extent that a discount to NAV exists and an incentive to close
any NAV discount.
The Company aspires to the highest level of shareholder and stakeholder
engagement and intends to consult with those shareholders who voted against
this resolution to better understand their specific concerns. The Company will
provide an update on this in the coming months in line with the UK Corporate
Governance Code.
Enquiries:
Yellow Cake plc
Andre Liebenberg, CEO Carole Whittall, CFO
+44 (0) 153 488 5200
Nominated Adviser and Joint Broker: Canaccord Genuity Limited
Henry Fitzgerald-O'Connor James Asensio
Gordon Hamilton
+ 44 (0) 207 523 8000
Joint Broker: Berenberg
Matthew Armitt Jennifer Lee
Detlir Elezi
Tel: +44 (0) 203 207 7800
Financial Adviser: Bacchus Capital Advisers
Peter Bacchus Richard Allan
Tel: +44 (0) 203 848 1640
Communications Adviser: Powerscourt
Peter Ogden Molly Melville
+44 (0) 779 385 8211
ABOUT YELLOW CAKE
Yellow Cake is a London-quoted company, headquartered in Jersey, which offers
exposure to the uranium spot price. This is achieved through its strategy of
buying and holding physical triuranium octoxide ("U(3)O(8)"). It may also seek
to add value through other uranium related activities. Yellow Cake seeks to
generate returns for shareholders through the appreciation of the value of its
holding of U(3)O(8) and its other uranium related activities in a rising
uranium price environment. The business is differentiated from its peers by
its ten-year Framework Agreement for the supply of U(3)O(8) with Kazatomprom,
the world's largest uranium producer. Yellow Cake currently holds 18.81
million lb of U(3)O(8), all of which is held in storage in Canada and
France.
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