2023 AGM Voting Results Update

abrdn PLC

03 November 2023

 

abrdn plc ('the Company')

2023 Annual General Meeting Voting Results - Update Statement

At the 2023 AGM, while all resolutions were passed, five resolutions received less than 80% of votes cast in favour of the resolution.

The results of the vote were primarily driven by a small number of shareholders, with the significant majority of shareholders who voted, voting in favour of the resolutions.   

Following the AGM, the Chair, Sir Douglas Flint, and the Senior Independent Director (SID), Jonathan Asquith, have met with shareholders representing more than 80% of the shares voted against the resolutions, to ensure we understand their views. A summary of the resolutions and key areas of shareholder concern are detailed in the table below.

Resolution	%age	Key areas of concern
Resolution 7D: To re-elect Catherine Bradley CBE as a Director	75.89	Concerns with the number of external mandates held.
Resolution 9: To authorise the Directors to issue further shares	76.67	Concerns regarding shareholder dilution.
Resolution 10 (Special): To disapply share pre-emption rights	78.21	Concerns regarding shareholder dilution.
Resolution 11 (Special): To give authority for the Company to buy back up to 14.99% of its issued ordinary shares	75.41	Concerns regarding share repurchases, resulting in shareholding breaching certain thresholds.
Resolution 12: To authorise the Directors to allot shares in relation to the issuance of Convertible Bonds	78.05	Concerns regarding shareholder dilution.

Resolution 7D relates to the re-election of Catherine Bradley as a Director. One major shareholder applies more stringent requirements than the prevailing proxy advisor guidelines in relation to the number of external mandates held. The number of external mandates held by each Director are within the requirements of the proxy advisor guidelines and in line with market practice.

The Nomination and Governance Committee keeps under review all existing or planned external commitments of Directors to assess their ability to meet the necessary time commitment and whether there are any conflicts of interest to address. The Company is satisfied that Catherine Bradley is able to provide the required commitment to abrdn and to continue to make a valuable contribution to the Company.

We note that the authorities sought by the Company under resolutions 9, 10,11 and 12 are in line with, or lower than, the maximum recommended levels contained within the relevant share capital management guidelines and prevailing voting guidelines of leading corporate governance agencies. The majority of our shareholders are supportive of the authorities sought, which follow standard market practice in the UK.

The Company only retains these authorities to provide flexibility in the capital management of the Company and would only exercise these authorities if it were considered in the best interests of shareholders.

The Company intends to continue constructive dialogue with its major shareholders to understand any concerns they may have, and the Chair and SID would welcome any relevant feedback from any other shareholders in relation to these matters, or any others.

3 November 2023

Enquiries:

Group Secretariat Paul McKenna	[phone]
Media Relations Andrea Ward	[phone]
Institutional Equity Investors Sarah Moody Corbin Chaplin	[phone] [phone]

LEI: 0TMBS544NMO7GLCE7H90

Classification: 3.1. Additional regulated information required to be disclosed under the laws of the United Kingdom

 

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