REG - Yellow Cake PLC - Results of 2024 Annual General Meeting

Yellow CakeAnnouncement

03/09/2024 11:15

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RNS Number : 7270C  Yellow Cake PLC  03 September 2024

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 ("U(3)O(8)") 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 ("U(3)O(8)"). 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 U(3)O(8) 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 U(3)O(8) with Kazatomprom,
the world's largest uranium producer. Yellow Cake currently holds 21.68
million lb of U(3)O(8), all of which is held in storage in Canada and
France.

 

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