Allied Minds PLC Result of AGM (4448Y)

TIDMALM

RNS Number : 4448Y

Allied Minds PLC

12 May 2021

12 May 2021

Allied Minds

Results of Annual General Meeting

The Annual General Meeting of Allied Minds plc was held earlier today. Resolutions 1 to 8, and 11 proposed at the Annual General Meeting were duly passed by the shareholders on a poll. Resolutions 9, 10 and 13 which were special resolutions did not receive the requisite 75% majority and were therefore not passed.

The results of the poll, incorporating the proxy votes lodged in advance of the meeting, are set out below.

 
 Resolutions                  For           %       Against      %       Withheld    Total lodged 
 1. To receive the 
  Company's Annual 
  Report and Accounts 
  for the year ended 
  31 December 2020.           152,275,815   99.3    1,075,467     0.7    2,881,237   156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 2. To approve the 
  Directors' Remuneration 
  Report for the year 
  ended 31 December 
  2020.                       93,703,754    61.06   59,747,294   38.94   2,781,471   156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 3. To appoint BDO 
  LLP as auditor of 
  the Company.                154,498,207   99.99     6,733      0.01    1,727,579   156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 4. To authorise the 
  Audit Committee to 
  determine the auditor's 
  remuneration.               154,503,120   99.99     10,762     0.01    1,718,637   156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 5. To re-elect Mr. 
  Harry Rein as a Director 
  of the Company.             82,585,344    52.87   73,632,229   47.13    14,946     156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 6. To elect Mr. Mark 
  Lerdal as a Director 
  of the Company.             153,577,046   98.31   2,642,564    1.69     12,909     156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 7. To elect Mr. Bruce 
  Failing as a Director 
  of the Company.             97,923,535    62.68   58,296,075   37.32    12,909     156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 8. To authorise the 
  Directors to allot 
  shares under section 
  551 of the Companies 
  Act 2006.                   96,651,901    62.56   57,844,039   37.44   1,736,579   156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 9. To disapply statutory 
  pre-emption rights.         96,659,208    62.56   57,846,332   37.44   1,726,979   156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 10. In addition to 
  the authority granted 
  under Resolution 
  9, to disapply statutory 
  pre-emption rights 
  solely in relation 
  to acquisitions and 
  specified capital 
  investments.                95,601,091    61.87   58,913,449   38.13   1,717,979   156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 11. To authorise 
  the Company to make 
  political donations 
  and incur political 
  expenditure.                104,268,681   67.48   50,245,218   32.52   1,718,620   156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 12. To authorise 
  the Company to make 
  market purchases 
  of its own shares.          153,421,090   99.29   1,093,450    0.71    1,717,979   156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 13. To authorise 
  the Company to hold 
  general meetings 
  on not less than 
  14 clear days' notice.      104,337,614   67.53   50,162,797   32.47   1,732,108   156,232,519 
                             ------------  ------  -----------  ------  ----------  ------------- 
 

The Board is grateful for the support it has received from the sizeable majority of shareholders, however, it is disappointed that there was a significant minority of votes against a number of the resolutions. The Board is aware of one major institutional shareholder who voted against resolutions 2, 5,7, 8, 9,10, 11 and 13, without which there would have been strong support for all resolutions.

The Board notes the vote against the advisory resolution on the Remuneration report. This report covers an historic period and, as shareholders are aware, the Company has instituted a new governance structure which is efficient, streamlined, and cost effective and is best suited to achieve value creation for shareholders. The Remuneration Committee will continue to consult with shareholders to receive additional feedback regarding remuneration matters, including in light of the new governance structure and will, in accordance with the Corporate Governance Code, publish an update on that engagement within 6 months of the AGM.

The Board notes the votes against the reappointment of both Harry Rein (Chairman) and Bruce Failing (Non-executive Director). Without the votes of the institution mentioned above, these resolutions would have received supermajority support. The Board also notes the feedback received from one institution that it voted against the reappointment of the Chairman due to the gender balance of the Board; the Board has substantially reduced central costs, including shrinking the size and cost of the Board, and believes that the current structure is appropriate.

The Board further notes the votes against resolutions 8, 9, 10, 11 and 13 which relate to the authority to allot shares, the disapplication of pre-emption rights, the authority to make political donations, and the notice period for general meetings. Resolutions 9,10, and 13 were special resolutions requiring a 75% vote in favour and therefore failed to pass. In regard to resolution 8 (the authority to allot shares) as set out in the notice of AGM, the Board has no intention of exercising the authorities under this resolution. In regard to resolution 11, the authority to make political donations, as set out in the notice of AGM, it has been the Company's practice not to incur political expenditure or otherwise to make payments to political parties, and it intends that this will remain the case.

As ever, the Board is committed to an open dialogue with all shareholders and welcomes constructive engagement.

Notes:

1. A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

2. As at 12 May 2021, the number of issued shares in the Company was 242,187,985 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.

3. The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company's website www.alliedminds.com and on the National Storage Mechanism.

4. In accordance with Listing Rule 9.6.1, a copy of the resolutions, other than those concerning ordinary business has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism .

About Allied Minds

Allied Minds plc is an IP commercialisation company focused on early stage company development within the technology sector. With origination relationships that span US federal laboratories, universities, and leading US corporations, Allied Minds historically created, and now operates and funds, a portfolio of companies to generate long-term value for its investors and stakeholders. Based in Boston, Allied Minds supports its businesses with capital, management, expertise and shared services. For more information, please visit www.alliedminds.com .

For more information, please contac t:

 
 Allied Minds plc                      c/o Instinctif Partners 
 Harry Rein 
 
 Instinctif Partners                [e-mail] 
 Tim Linacre, Rozi Morris, Hannah 
  Campbell 
 
 

LEI: 213800YB4G7YN21NLL72

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGQLLFFFELLBBQ

(END) Dow Jones Newswires

May 12, 2021 12:28 ET (16:28 GMT)