AEW UK REIT
PLC
(the
"Company")
Legal
Entity Identifier: 21380073LDXHV2LP5K50
4
September 2024
Annual General Meeting
("AGM") Results & Directorate Changes
The Company announces that at its
AGM held earlier today all the resolutions set out in the Notice of
AGM were passed. All resolutions were voted
on by way of a poll. The results of
the poll for each resolution were as follows:
|
Resolution
|
For
(No. of
shares)
|
For
(%)
|
Against
(No. of
shares)
|
Against
(%)
|
Votes
Withheld
(No. of
shares)
|
Total Votes
|
Issued Share Capital voted
(%)
|
|
1. To receive the Annual
Report and Financial Statements.
|
41,905,694
|
99.92%
|
34,224
|
0.08%
|
28,736
|
41,939,918
|
26.47%
|
|
2. To approve the Directors'
Remuneration Report.
|
41,540,759
|
99.17%
|
346,954
|
0.83%
|
80,941
|
41,887,713
|
26.44%
|
|
3. To re-appoint BDO LLP as
Auditor of the Company.
|
41,581,360
|
99.15%
|
358,558
|
0.85%
|
28,736
|
41,939,918
|
26.47%
|
|
4. To authorise the Directors
to determine the remuneration of the Auditor.
|
41,864,405
|
99.86%
|
60,598
|
0.14%
|
43,651
|
41,925,003
|
26.46%
|
|
5. To re-elect Mark Kirkland
as a Director.
|
32,440,451
|
77.46%
|
9,437,427
|
22.54%
|
90,776
|
41,877,878
|
26.43%
|
|
6. To re-elect Katrina Hart as
a Director.
|
39,974,342
|
95.45%
|
1,906,036
|
4.55%
|
88,276
|
41,880,378
|
26.44%
|
|
7. To elect Robin Archibald as
a Director.
|
40,962,904
|
97.82%
|
914,974
|
2.18%
|
90,776
|
41,877,878
|
26.43%
|
|
8. To elect Elizabeth Peace as
a Director.
|
41,198,138
|
98.38%
|
678,519
|
1.62%
|
91,997
|
41,876,657
|
26.43%
|
|
9. To authorise the Directors
to allot Ordinary shares.
|
41,644,549
|
99.36%
|
268,217
|
0.64%
|
55,888
|
41,912,766
|
26.46%
|
|
10. To
authorise the Directors to allot further Ordinary
shares.
|
41,605,040
|
99.27%
|
307,726
|
0.73%
|
55,888
|
41,912,766
|
26.46%
|
|
11. To
dis-apply pre-emption rights.*
|
41,158,409
|
98.28%
|
722,397
|
1.72%
|
88,388
|
41,880,806
|
26.44%
|
|
12. To further
dis-apply pre-emption rights.*
|
40,756,512
|
97.32%
|
1,124,294
|
2.68%
|
88,388
|
41,880,806
|
26.44%
|
|
13. To
authorise the Company to make market purchases of Ordinary shares
of the Company. *
|
41,118,351
|
98.01%
|
834,364
|
1.99%
|
16,479
|
41,952,715
|
26.48%
|
|
14. To
authorise the Company to call general meetings, other than AGMs, on
14 clear days' notice. *
|
40,523,250
|
96.65%
|
1,406,733
|
3.35%
|
39,211
|
41,929,983
|
26.47%
|
*special resolution
|
NOTES:
|
|
1.
|
All resolutions were
passed.
|
|
2.
|
Proxy appointments which gave
discretion to the Chairman of the AGM have been included in the
"For" total for the appropriate resolution.
|
|
3.
|
Votes "For" and "Against" any
resolution are expressed as a percentage of votes validly cast for
that resolution.
|
|
4.
|
A "Vote withheld" is not a vote in
law and is not counted in the calculation of the percentage of
shares voted "For" or "Against" any resolution.
|
|
5.
|
The number of shares in issue on 3
September 2024 was 158,424,746
ordinary shares, carrying one vote each, and at
that time, the Company did not hold any shares in
treasury.
|
|
6.
|
The full text of the resolutions
passed at the AGM can be found in the Notice of Annual General
Meeting which is available on the Company's website at
https://www.aewukreit.com/.
|
|
7.
|
In accordance with listing
rule 14.3.6R, a copy of resolutions 9-14
passed at the AGM will shortly be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
|
Resolution 5 - To re-elect Mark Kirkland as a
Director
There is an unusually large vote
against Resolution 5 - the re-election of Mark Kirkland as a
Director. We understand this to be due to one of the
proxy voting agents having recommended a vote against Mark's
reappointment due to perceived overboarding, based on the set
criteria they apply to their analysis.
The Company complies with the
Association of Investment Companies' Corporate Governance Code,
which recommends that Non-Executive Directors have sufficient time
to discharge their Board responsibilities and the Board is very
comfortable that Mark satisfies this criteria. In addition, the
Board do not consider that the criteria applied to the overboarding
analysis reflects the substance of Mark's other commitments. The
Board, via its advisers, has communicated this position to the
proxy agent concerned and has also engaged with a number of
shareholders ahead of the AGM, each time addressing their concerns
regarding the potential overboarding matter.
The Board, assisted by the Company's
broker, will continue to engage with shareholders, including those
who voted against the resolution, to explain the position. The
Company will consider any additional feedback received and will
provide an update within six months of the AGM, if any shareholder
concerns are expressed.
The Board would like to reiterate
their view that Mark continues to be a valued member of the
Company's Non-Executive Board as the audit committee chair. He has
the experience, knowledge, and capability for the role and has
committed sufficient time to his role in the Company since he was
appointed some years ago.
Directorate Changes
As announced previously, Mark
Burton, the Company's Non-Executive Director and a Non-Executive
Chairman, did not seek re‑election at today's AGM, and retired from
the Board after 9 years of service. Robin Archibald, who had
been appointed as a Non-Executive Director and Chairman-elect in
October 2023, Robin has now succeeded Mark as the Chairman of the
Board.
Robin Archibald, Chairman of the
Company, commented on the retirement:
"On behalf of the Board, I would like to express our thanks to
Mr Burton for his contribution over the years. His leadership,
unique perspective and expertise have been invaluable to the
Company throughout his
tenure."
-END-
