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 AlliedMinds@instinctif.com
Tim Linacre, Rozi Morris, Hannah
Campbell
LEI: 213800YB4G7YN21NLL72
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