Abrdn PLC

AGM Information • May 11, 2023

National Storage Mechanism | Additional information

RNS Number : 0133Z

abrdn PLC

11 May 2023

abrdn plc

Results of Annual General Meeting

and Board Changes

Results of AGM

The Board of abrdn plc ('the Company') is pleased to announce that all the resolutions put to its Annual General Meeting ('AGM') held on Wednesday 10 May 2023 were duly passed.

The results of the polls were as follows:

	For	% For	Against	Total Votes Validly Cast	Votes Withheld
Resolution 1: To receive and consider the Annual report and accounts 2022	901,800,327	99.93	663,121	902,463,448	2,586,550
Resolution 2: To declare a final dividend for 2022	897,008,747	99.15	7,694,712	904,703,459	346,539
Resolution 3: To re-appoint KPMG LLP as auditors	895,004,041	99.03	8,806,687	903,810,728	1,238,971
Resolution 4: To authorise the audit committee to set the auditors' fees	901,863,076	99.76	2,149,979	904,013,055	1,036,943
Resolution 5: To approve the Directors' remuneration report, excluding the remuneration policy	666,444,586	93.76	44,325,192	710,769,778	194,280,220
Resolution 6: To approve the Directors' remuneration policy	675,020,934	94.29	40,860,480	715,881,414	189,168,584
Resolution 7A: To re-elect Sir Douglas Flint CBE as a Director	864,730,808	95.71	38,765,528	903,496,336	1,553,662
Resolution 7B: To re-elect Jonathan Asquith as a Director	857,314,326	94.91	45,935,182	903,249,508	1,800,052
Resolution 7C: To re-elect Stephen Bird as a Director	892,448,135	98.79	10,887,965	903,336,100	1,713,898
Resolution 7D: To re-elect Catherine Bradley CBE as a Director	685,597,487	75.89	217,802,103	903,399,590	1,650,408
Resolution 7E: To re-elect John Devine as a Director	883,780,921	97.84	19,499,595	903,280,516	1,769,482
Resolution 7F: To re-elect Hannah Grove as a Director	881,749,637	97.61	21,586,196	903,335,833	1,714,165
Resolution 7G: To re-elect Pam Kaur as a Director	873,349,307	96.68	29,964,436	903,313,743	1,735,599
Resolution 7H: To re-elect Michael O'Brien as a Director	898,169,540	99.43	5,103,986	903,273,526	1,770,955
Resolution 7I: To re-elect Cathleen Raffaeli as a Director	895,976,182	99.19	7,338,632	903,314,814	1,734,528
Resolution 8: To provide limited authority to the Company and its subsidiaries to make political donations and to incur political expenditure	702,879,570	98.15	13,217,663	716,097,233	188,952,109
Resolution 9: To authorise the Directors to issue further shares	688,446,785	76.67	209,437,804	897,884,589	7,149,867
Resolution 10 (Special): To disapply share pre-emption rights	701,244,927	78.21	195,353,328	896,598,255	8,445,726
Resolution 11 (Special): To give authority for the Company to buy back up to 14.99% of its issued ordinary shares	681,456,209	75.41	222,224,649	903,680,858	1,368,484
Resolution 12: To authorise the Directors to allot shares in relation to the issuance of Convertible Bonds	703,864,038	78.05	197,997,170	901,861,208	3,188,134
Resolution 13 (Special): To disapply pre-emption rights in respect of allotments of equity securities in relation to the issuance of Convertible Bonds	887,614,472	98.46	13,895,509	901,509,981	3,539,361
Resolution 14 (Special): To allow the Company to call general meetings on 14 days' notice	855,342,231	94.61	48,737,281	904,079,512	969,830

Resolutions 7D, 9, 10, 11 and 12

The Board is pleased that Resolution 7D, Resolution 9, Resolution 10, Resolution 11 and Resolution 12 were passed by a significant majority of the shareholders who voted, but notes the votes against these resolutions.

In the coming months, we will engage with the major voters against the resolutions to understand the reasons behind their voting.  In accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.

Board changes and CFO exit remuneration arrangements

As announced on 28 February 2023 and 9 March 2023 respectively, we confirm that Brian McBride and Stephanie Bruce did not seek re-election and retired from the Board at the conclusion of the meeting.

As required by section 430(2B) of the Companies Act 2006, details of the remuneration payments and related exit terms made to or to be made to Ms Bruce in accordance with her employment contract are set out in the attached Appendix.

Other matters

The total number of shares in issue at 6pm on Tuesday 9 May 2023 was 2,001,892,537 ordinary shares of 1361/63 pence each.

Votes withheld are not a vote in law and have not been counted in the calculation of the votes for and against each resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.

Copies of all resolutions are available for inspection in the AGM Guide previously submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting will also be submitted to the National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The AGM Guide and the voting results are also available on the abrdn plc website at www.abrdn.com

11 May 2023

Enquiries:

Group Secretariat Paul McKenna	+44 (0) 7736 853 801
Media Relations Andrea Ward	+44 (0) 7876 178 696
Investor Relations Catherine Nash	+44 (0) 7798 518 657

LEI: OTMBS544NMO7GLCE7H90

Classification: 3.1. Additional regulated information required to be disclosed under the laws of the United Kingdom

Appendix - CFO Exit Remuneration Arrangements

Further to our RNS announcement on 9 March 2023, Stephanie Bruce has stepped down as Chief Financial Officer and as a Director of abrdn plc ('abrdn' or 'the Company') following the conclusion of the 2023 AGM.  As required by section 430(2B) of the Companies Act 2006, details of the remuneration payments and related exit terms (together referred to as 'the Terms') made to or to be made to Ms Bruce are set out below.

The following Terms agreed with Ms Bruce were the subject of careful consideration by the Remuneration Committee and are in line with the Company's Directors' Remuneration Policy ('Policy') which was approved by shareholders at the 2020 AGM.  The Terms are also consistent with the Policy presented and approved at the 2023 AGM:

Salary and benefits

·       12-month notice period commenced on 8 March 2023.

·       Garden leave with effect from 11 May 2023 to 31 December 2023. During this period, salary and contractual benefits are payable.

·       At the end of this period, the Company will make a payment in lieu of notice of basic salary, pension entitlement and contractual benefits, in monthly instalments (subject to mitigation) over the remainder of the contract (being three months and eight days).

·       Employment will, therefore, terminate on 31 December 2023 (the 'Termination Date').

Annual Bonus

·       Eligible for a pro-rated Annual Bonus in respect of the 2023 financial year to reflect the portion of the year prior to the commencement of garden leave (1 January 2023 to 10 May 2023).

·       The Annual Bonus will be determined per the normal timetable and subject to Policy requirements including deferral and the application of malus and clawback.

Share Awards

·       Treated as a good leaver under the abrdn plc Annual Bonus Deferred Share Plan and Long-Term Incentive Plan in accordance with the plan rules, including the application of malus and clawback.

·       Unvested LTIP awards will continue to vest on normal vesting dates and will remain subject to the satisfaction of the relevant performance conditions (measured over the full performance period) and holding periods. All awards will be prorated based on the proportion of the performance period completed to the Termination Date.

·       The Company's post-cessation shareholding requirements apply for a two-year period from the Termination Date.

Other payments

·       Entitled to a capped contribution towards legal fees incurred in connection with these arrangements.

Further information

·       Other than the amounts disclosed above, Ms Bruce is not eligible for any remuneration payments or payments for loss of office.

In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on the Company's website until its next Directors' Remuneration Report is made available.

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