3 September 2024
Yellow Cake plc ("Yellow Cake" or the
"Company")
Results
of 2024 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 3 September 2024 ("AGM" or
the "Meeting") all resolutions were duly passed. Resolutions 1-12
were passed as ordinary resolutions and resolutions 13 and 14 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
|
107,276,274
|
100.0
|
1,209
|
0.0
|
107,277,483
|
49.5
|
184,375
|
|
2
|
Re-appoint Anthony Tudor St John,
The Lord St John of Bletso
|
99,591,871
|
92.7
|
7,841,101
|
7.3
|
107,432,972
|
49.5
|
28,886
|
|
3
|
Re-appoint Andre
Liebenberg
|
107,029,821
|
99.6
|
410,471
|
0.4
|
107,440,292
|
49.5
|
21,566
|
|
4
|
Re-appoint Carole
Whittall
|
107,029,285
|
99.6
|
409,974
|
0.4
|
107,439,259
|
49.5
|
22,599
|
|
5
|
Re-appoint Sofia Bianchi
|
80,648,334
|
75.1
|
26,789,975
|
24.9
|
107,438,309
|
49.5
|
23,549
|
|
6
|
Re-appoint Alexander
Downer
|
106,153,728
|
98.8
|
1,285,531
|
1.2
|
107,439,259
|
49.5
|
22,599
|
|
7
|
Re-appoint Alan Rule
|
106,779,480
|
99.4
|
659,827
|
0.6
|
107,439,307
|
49.5
|
22,551
|
|
8
|
Re-appoint Claire
Brazenall
|
106,226,641
|
98.9
|
1,212,618
|
1.1
|
107,439,259
|
49.5
|
22,599
|
|
9
|
Re-appoint auditor
|
107,204,128
|
99.8
|
230,664
|
0.2
|
107,434,792
|
49.5
|
27,066
|
|
10
|
Auditor's remuneration
|
106,856,339
|
99.5
|
592,449
|
0.6
|
107,448,788
|
49.5
|
13,070
|
|
11
|
Approve directors' remuneration
report
|
66,301,548
|
61.7
|
41,130,460
|
38.3
|
107,432,008
|
49.5
|
29,850
|
|
12
|
Authority to allot shares
|
92,510,709
|
86.1
|
14,937,560
|
13.9
|
107,448,269
|
49.5
|
13,589
|
|
13
|
Disapply pre-emption
rights
|
89,356,037
|
83.2
|
18,091,343
|
16.8
|
107,447,380
|
49.5
|
14,478
|
|
14
|
Authority to purchase own
shares
|
107,435,418
|
100.0
|
3,654
|
0.0
|
107,439,072
|
49.5
|
22,786
|
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 30 August 2024 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 221,440,730 Ordinary Shares, the number of Ordinary
Shares held in treasury was 4,584,283 and the total voting
rights in the Company were therefore 216,856,447.
The Board notes that 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.
The Company is aware that on 21
August 2024 Investor Shareholder Services ("ISS"), a proxy advisory
firm, recommended that shareholders vote against Sofia Bianchi's
re-appointment 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 changed its position and 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.
The Company is also aware that ISS
recommended that shareholders vote against the directors'
remuneration report, stating that the vesting of long-term
incentive plan ("LTIP") awards is not conditional on the
achievement of performance conditions. We do not consider ISS'
analysis of our LTIP scheme to be fair or accurate. Yellow Cake has
market-value options in place, with value only realised under these
options if the share price increases above the issuing net asset
value per share or share price (whichever is greater). Therefore,
the awards only vest subject to the satisfaction of a challenging
performance hurdle which is aligned to the Company's overall
performance and the value realised by shareholders.
In 2024, in light of feedback
received last year from ISS, the Remuneration Committee reviewed,
refined and strengthened the factors that underpin the vesting of
LTIP options. As noted in the Company's annual report for the
year ended 31 March 2024, vesting of long-term options granted in
2024 is subject to an underpin based on satisfactory business and
individual performance, with the aim of providing appropriate
additional safeguards to ensure alignment with shareholders'
interests.
The Remuneration Committee is
currently undertaking a review of the remuneration policy
(including the LTIP) in order to ensure that it appropriately
reflects the Company's size and nature, and the scope and
responsibilities of the roles undertaken by its Executive
Directors. The Company aspires to the
highest level of shareholder and stakeholder engagement and intends
to consult with those shareholders who voted against these
resolutions 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, and will take shareholder
views into account as part of the review of the remuneration
policy.
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: Powerscourt
|
|
|
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
("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 21.68 million lb of U3O8, all
of which is held in storage in Canada and France.
