9 August 2023
BRAEMAR PLC
(the "Company")
Results of Annual General Meeting
Braemar Plc (LSE: BMS), a provider of expert investment, chartering, and risk management advice to the shipping and energy markets, is pleased to announce that each of the resolutions proposed at its Annual General Meeting held earlier today were duly passed by means of a poll vote as set out below.
|
| Resolution | Votes For | % For | Votes Against | % Against | Total Votes | Votes Withheld |
| 5 | Re-election of Elizabeth Gooch as a director | 11,847,481 | 94.85 | 642,900 | 5.15 | 12,490,381 | 17,948 |
| 6 | Re-election of James Gundy as a director | 11,517,271 | 93.14 | 848,065 | 6.86 | 12,365,336 | 142,993 |
| 7 | Re-election of Nigel Payne as a director | 11,643,278 | 93.24 | 843,733 | 6.76 | 12,487,011 | 21,318 |
| 8 | Re-election of Tris Simmonds as a director | 11,519,430 | 92.24 | 968,701 | 7.76 | 12,488,131 | 20,198 |
| 9 | Re-election of Joanne Lake as a director | 10,254,210 | 82.10 | 2,235,171 | 17.90 | 12,489,381 | 18,948 |
| 10 | Election of Cat Valentine as a director | 12,442,282 | 99.63 | 46,390 | 0.37 | 12,488,672 | 19,657 |
| 11 | Election of Grant Foley as a director | 12,126,191 | 97.08 | 364,697 | 2.92 | 12,490,888 | 17,441 |
| 12 | Re-appointment of BDO LLP as auditors
| 10,709,141 | 85.70 | 1,786,854 | 14.30 | 12,495,995 | 12,334 |
| 13 | Authority to determine the auditor's remuneration | 8,180,568 | 67.12 | 4,007,564 | 32.88 | 12,188,132 | 320,197 |
| 14 | Authority to allot share capital | 10,938,551 | 93.80 | 722,961 | 6.20 | 11,661,512 | 846,817 |
| 15 | Authority to disapply pre-emption rights* | 9,738,976 | 83.51 | 1,923,191 | 16.49 | 11,662,167 | 846,162 |
| 16 | Authority to further disapply pre-emption rights* | 9,727,724 | 83.40 | 1,935,924 | 16.60 | 11,663,648 | 844,681 |
| 17 | Authority to purchase own shares* | 12,450,454 | 99.58 | 52,358 | 0.42 | 12,502,812 | 5,517 |
| 18 | Authority to call a general meeting (other than the Annual General Meeting) on 14 clear days' notice* | 12,468,183 | 99.71 | 36,473 | 0.29 | 12,504,656 | 3,673 |
* Special resolution requiring 75% majority.
Notes:
1. Any proxy appointments which give discretion to the Chair have been included in the "for" total.
2. The total number of shares in issue is 32,924,877.
3. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" or "against" a resolution.
4. The meeting was adjourned and the remaining business of the AGM being resolutions 1 to 4 (inclusive) will be put to vote at a later date, following the publication of the 2023 annual report and accounts.
UK Corporate Governance Code - statement regarding voting result
The board notes that although Resolution 13 (auditor remuneration) passed with the requisite majority, it received more than 20% of votes against the board's recommendation. We thank shareholders for their support and the Board will look to continue engagement throughout the year. The board encourages an open and constructive dialogue directly with shareholders and continue to be willing to engage with any shareholder on any relevant topics should they so wish.
Nigel Payne, Chairman said:
"I am delighted that all of the board's recommended resolutions were supported today by our shareholders.
I am especially pleased that resolutions 9 and 13 were supported, notwithstanding recommended votes against by certain unregulated proxy shareholder companies, some of whose policies now diverge from recommended FRC guidance , which the board has followed.
The board's policy remains, wherever possible to not take account of shareholder voting that has clearly followed that recommended voting by unregulated proxy shareholders unless there has been direct engagement from the shareholder with the company".
Availability of documents
In accordance with Listing Rule 9.6.2, full details of the resolutions will be submitted to the National Storage Mechanism and will shortly be available for inspection at: National Storage Mechanism | FCA.
For further information, contact:
| Braemar Plc | | | |
| James Gundy, Group Chief Executive Officer | Tel +44 (0) 20 3142 4100 | ||
| Grant Foley, Group Chief Financial Officer | | ||
| Rebecca-Joy Wekwete, Company Secretary | | ||
| Investec Bank plc | | ||
| Gary Clarence / Harry Hargreaves / Alice King | Tel +44 (0) 20 7597 5970 | ||
| Cenkos Securities plc
Ben Jeynes / Max Gould (Corporate Finance)
Alex Pollen / Leif Powis (Sales) |
Tel +44 (0) 20 7397 8900 | ||
| Buchanan | | ||
| Charles Ryland / Jamie Hooper / Jack Devoy | Tel +44 (0) 20 7466 5000 | ||
Notes to Editors:
About Braemar Plc
Braemar provides expert advice in shipping investment, chartering, and risk management to enable its clients to secure sustainable returns and mitigate risk in the volatile world of shipping. Our experienced brokers work in tandem with specialist professionals to form teams tailored to our customers' needs, and provide an integrated service supported by a collaborative culture.
Braemar joined the Official List of the London Stock Exchange in November 1997 and trades under the symbol BMS. For more information, including our investor presentation, please visit www.braemar.com and follow Braemar on LinkedIn.
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