AGM Results & Directorate Changes

AEW UK REIT PLC

04 September 2024

 

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."   

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AEW UK
Henry Butt George Elliot	[e-mail] [phone]  [e-mail]  [phone]

Company Secretary
Link Company Matters Limited	[e-mail]

 

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