Update on Shareholder Engagement Following the AGM

River UK Micro Cap Ltd

28 April 2026

 

28 April 2026

River UK Micro Cap Limited

("Company")

Update on Shareholder Engagement Following the Annual General Meeting

In accordance with Provision 4 of the UK Corporate Governance Code, the Company provides the following update on the engagement with shareholders that took place after the Annual General Meeting held on 11 March 2026 (the "AGM").

At the AGM, the Company announced that 21.66 % of votes were cast against Resolution 6, which sought the re‑election of Ms Serena Tremlett as a director, and that 22.07 % of votes were cast against Resolution 10, which proposed an increase in the aggregate limit on directors' fees. Both outcomes reflected the recommendations of the proxy‑voting agency Pensions and Investments Research Consultants ("PIRC"), which issued a report advising shareholders to oppose the two resolutions on the basis that the wording was insufficiently clear.

Following the meeting, the Company consulted, where practicable, with shareholders who had voted against Resolutions 6 and 10. The discussions confirmed that many of those shareholders had relied on the PIRC's advice and that a recurring concern was the lack of clarity in the drafting of the resolutions, particularly with respect to the methodology for any increase in directors' fees.

The Board notes that the recommendations to vote against the two resolutions were inter‑linked and that Resolution 10 did not expressly set out a tiered approach to director fee increases over the relevant period. In response, the Company will ensure that all future AGM notices contain clear, specific and explicit wording for each resolution. In particular, any proposal relating to directors' remuneration will include a detailed rationale and, where appropriate, a tiered fee structure to provide shareholders with a transparent basis for their vote.

The Board wishes to thank all shareholders for their continued support and constructive feedback. We encourage every shareholder to participate in forthcoming general meetings so that voting outcomes fully reflect the views of the Company's owners.

- ENDS -

For further information please contact:

Singer Capital Markets
James Moat, Investment Banking	[phone]
BNP Paribas S.A., Guernsey Branch - Company Secretary [e-mail]	[phone]

 

END