REG - Yellow Cake PLC - Statement regarding Shareholder Consultation

Yellow CakeAnnouncement

28/02/2025 07:15

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RNS Number : 7705Y  Yellow Cake PLC  28 February 2025

28 February 2025

Yellow Cake plc ("Yellow Cake" or the "Company")

Statement regarding Shareholder Consultation

 

Yellow Cake, a specialist company operating in the uranium sector holding
physical uranium ("U(3)O(8)") for the long term, provides an update, in
accordance with the UK Corporate Governance Code following its Annual General
Meeting held on 3 September 2024 ("AGM").

While all resolutions were passed by a majority of shareholders, Resolution 5
(re-appointment of Sofia Bianchi) and Resolution 11 (an advisory resolution to
approve the directors' remuneration report) were passed with the necessary
majority but received less than 80% of votes in favour.

At the time of the AGM announcement, the Company noted that Investor
Shareholder Services ("ISS"), a proxy advisory firm, recommended that
shareholders vote against Sofia Bianchi's re-appointment on 21 August 2024 on
the basis of the number of Ms Bianchi's other board positions. On 30 August
2024, following clarification that two of Ms Bianchi's board appointments were
within the same shareholder group, ISS recommended that shareholders vote in
favour of her re-appointment.  Given that the amended ISS recommendation was
issued shortly before the proxy voting deadline, there may have been
insufficient time for shareholders who follow these recommendations to amend
their votes.

ISS also recommended that shareholders vote against the directors'
remuneration report, stating that the vesting of Long-Term Incentive Plan
("LTIP") awards was not conditional on the achievement of performance
conditions. While the Company did not consider ISS' analysis of the LTIP
scheme to be fair or accurate, it undertook to consult with those shareholders
who voted against this resolution to better understand their specific
concerns.

In light of the feedback received from shareholders and ISS, the Remuneration
Committee (the "Committee") has taken the opportunity to review and amend the
LTIP with advice from an independent remuneration consultant, to ensure
improved alignment with the shareholder experience and expectations (the
"Updated LTIP"). The Committee proposes to replace the market-value options
with Performance Shares. Performance Shares are a simple and transparent
structure and are well-understood by our shareholders and proxy advisors. The
Updated LTIP also directly addresses ISS's concerns around performance
conditions. The performance conditions have been selected to better align
management with investors seeking to participate in an expected increase in
the uranium price.

The Company consulted with major shareholders following the LTIP re-design and
is therefore confident that the design of this Updated LTIP appropriately
rewards management, aligns their interests with those of our shareholders, and
ensures that there is no reward for poor performance. The grant of LTIP awards
in respect of the financial year ending 31 March 2025 would normally be
granted at the start of the financial year, but was deferred pending
shareholder consultation.  These awards were instead granted on 27 February
2025 and reflect the terms of the Updated LTIP, a summary of which was
provided in Yellow Cake's separate regulatory announcement, 'Grant of Awards
Under Long Term Incentive Plan', published on 28 February 2025. The new
directors' remuneration policy will be fully detailed in the Company's 2025
Annual Report.

The Company will continue to engage with its shareholders on remuneration
related matters.

Enquiries:

 

 Yellow Cake plc
 Andre Liebenberg, CEO                        Carole Whittall, CFO
 +44 (0) 153 488 5200

 Nominated Adviser and Joint Broker:

 Canaccord Genuity Limited
 James Asensio                                Henry Fitzgerald-O'Connor
 Charlie Hammond
 + 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: Sodali & Co
 Peter Ogden
 +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 21.68
million lb of U(3)O(8), all of which is held in storage in Canada and
France.

 

 

 

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