Biffa plc Update on 2020 AGM Resolution Vote (5137D)

TIDMBIFF

RNS Number : 5137D

Biffa plc

28 October 2020

Biffa plc

(the 'Company')

28 October 2020

Update on 2020 Annual General Meeting Resolution Vote

Biffa plc is providing this update, following the total votes in favour of a number of resolutions at the Company's annual general meeting ('AGM') held on 16 July 2020 being below 80%:

   --      Resolution 7 (re-election of Ken Lever ('Chairman')): total votes in favour were 66.86%. 
   --      Resolution 13 (authority to allot shares): total votes in favour were 67.11%. 
   --      Resolution 14 (pre-emption rights (general authority): total votes in favour were 65.10%. 
   --      Resolution 15 (pre-emption rights (specific authority): total votes in favour were 63.55%. 

Following the AGM and in accordance with the requirement of Provision 4 of the UK Corporate Governance Code (2018), the Company consulted and engaged with a number of shareholders. This included a series of calls with David Martin, the Company's Senior Independent Director ('SID'). The engagement was targeted at those shareholders who voted against the resolutions to better understand and discuss their concerns.

Resolution 7

From the shareholders consulted, it is understood that the votes against the re-election of the Chairman were influenced by the number of his board commitments; and due to his role as Chair of the Nomination Committee and the Board not meeting the gender diversity requirements of a number of institutional investors and proxy advisers.

The Board is aware of the expanded focus on 'overboarding' of directors in recent years and that a number of institutional investors and proxy advisers have developed specific guidelines with regard to this. It is understood that a number of shareholders voted against the resolution because of the Chairman's appointments not meeting the numerical element of these guidelines rather than a concern about the Chairman effectively fulfilling his duties. As previously stated, the Board is confident that the Chairman discharges effectively his role as Chairman notwithstanding his other board commitments.

The Board and Nomination Committee are committed to improving the diversity of the Board and recognise that this is an important factor in Board effectiveness. A search process has commenced to replace Gab Barbaro, who resigned from the Board as non-executive director last month, and this will be a potential opportunity to address this issue.

Resolutions 13, 14 and 15

The Board understands that the use of a cashbox placing on a non pre-emptive basis to raise equity capital earlier this year was the main factor influencing certain shareholders to vote against these resolutions.

It is recognised that the principles of pre-emption are important to protect shareholder rights. However, the cashbox placing structure was chosen to minimise cost, time to completion and management distraction during the start of the coronavirus pandemic in the UK, which was an unprecedented time for the Group.

The Board, having been advised, determined that it was in the best interests of the Company and its shareholders to raise equity in this way. The Company consulted a number of its shareholders prior to the placing and respected the principles of pre-emption as far as possible through the allocation process. The Board was pleased by the strong support it received from existing shareholders and new investors.

The Company will continue to engage with shareholders on these matters and will set out further details within the Company's 2021 Annual Report and Accounts.

Enquiries:

Investors

Michael Topham, Chief Executive Officer

Richard Pike, Chief Financial Officer

[e-mail]

Media & Analysts

Houston

[e-mail]

Registered in England and Wales:

10336040

Registered office at:

Coronation Road,

Cressex,

High Wycombe,

Buckinghamshire

HP12 3TZ

About Biffa

Biffa has been at the forefront of the UK's waste industry for over a hundred years, with operations that span the entire breadth of the waste management process including collection, recycling, treatment, disposal and energy generation. We exist to change the way people think about waste; to help people see the opportunities that exist when we manage our waste in the right way, and to make that happen. We understand the vital role we have to play in helping the UK to address the climate emergency and deliver sustainable growth. This involves an ambitious investment programme in green economy infrastructure and low carbon collections, alongside an ongoing commitment to sector leadership in the health, safety and wellbeing of our people. Biffa is a Great British company. It has been listed on the London Stock Exchange since October 2016 under the ticker "BIFF". In March 2020, Biffa entered the FTSE-250.

For more information visit www.biffa.co.uk/investors

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October 28, 2020 12:00 ET (16:00 GMT)