Results of 2023 Annual General Meeting
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 ("U3O8") 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 ("U3O8"). 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 U3O8 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 U3O8 with Kazatomprom, the world's largest uranium producer. Yellow Cake currently holds 18.81 million lb of U3O8, all of which is held in storage in Canada and France.
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