AGM Information • Jul 8, 2024
AGM Information
Open in ViewerOpens in native device viewer
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO AEW UK REIT PLC (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the action you should take, you should immediately contact your stockbroker, accountant or other independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom ("UK"), or another appropriately authorised independent financial adviser if you are in a territory outside the UK.
If you have sold or otherwise transferred all of your Shares in the Company ("Shares"), please send this document, at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, this document should not be forwarded to or transmitted in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa, the United States or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions.
(incorporated in England and Wales with registered number 09522515 and registered as an investment company under section 833 of the Companies Act 2006)
Notice of the annual general meeting of the Company to be held at The Cavendish Hotel, 81 Jermyn Street, St. James', London SW1Y 6JF on Wednesday, 4 September 2024 commencing at 12 noon (the "Annual General Meeting") is set out at the end of this document.
Whether or not you propose to attend the Annual General Meeting, please complete, and submit a proxy appointment in accordance with the instructions herein. The proxy appointment must be received by no later than 12 noon on Monday, 2 September 2024 or, if the meeting is adjourned, not less than 48 hours before the time of the adjourned meeting (excluding UK non-working days).
We ask that any shareholders wanting to attend the Annual General Meeting register their interest by emailing the Company Secretary at [email protected] by close of business on Monday, 2 September 2024.
Any shareholders unable to attend who wish to ask any questions at the Annual General Meeting should do so in writing to the Company Secretary, Link Company Matters Limited at Central Square, 29 Wellington Street, Leeds LS1 4DL or by email to [email protected] so as to be received by the Company Secretary no later than 3.00 pm on Monday, 2 September 2024. If appropriate the Company will publish a list of responses on its website at www.aewukreit.com after the Annual General Meeting.
The proxy form for use at the Annual General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Company's registrar (the "Registrar"), Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL by no later than 12 noon on Monday, 2 September 2024. Alternatively, you can appoint a proxy online at www.signalshares.com. If you hold your Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting the appropriate CREST message (a CREST Proxy Instruction) in accordance with the procedures set out in the CREST Manual (available via www.euroclear.com) so that it is received by the Registrar by no later than 12 noon on Monday, 2 September 2024.
Appointment of a proxy does not preclude shareholders from attending, speaking and voting at the Annual General Meeting should they choose to do so.
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company on pages 1 to 4 of this document and which recommends that you vote in favour of the resolutions to be proposed at the Annual General Meeting.
(incorporated in England and Wales with registered number 09522515 and registered as an investment company under section 833 of the Companies Act 2006)
Mark Burton (Chairman) Central Square Katrina Hart 29 Wellington Street Mark Kirkland Leeds Robin Archibald LS1 4DL Elizabeth Peace
Directors: Registered Office:
1 July 2024
Dear Shareholder
I am pleased to be writing to you with details of the 2024 Annual General Meeting of AEW UK REIT plc, which will be held at The Cavendish Hotel, 81 Jermyn Street, St. James', London SW1Y 6JF on Wednesday, 4 September 2024 commencing at 12 noon. The formal notice of the Annual General Meeting (the "Notice of Annual General Meeting") is set out on pages 5 to 10 of this document. The Notice of the Annual General Meeting contains the resolutions to be proposed at that meeting. An explanation of the resolutions is set out in the section headed "Explanatory Notes" on pages 2 to 4 of this document.
The purpose of this document is to provide details of the Annual General Meeting and to explain the business to be considered at the Annual General Meeting.
The Company's Annual General Meeting will be held at 12 noon on Wednesday, 4 September 2024 at The Cavendish Hotel, 81 Jermyn Street, St. James', London SW1Y 6JF.
We ask that any shareholders wanting to attend the Annual General Meeting register their interest by emailing the Company Secretary at [email protected] by close of business on Monday, 2 September 2024.
Any shareholders unable to attend who wish to ask any questions at the Annual General Meeting should do so in writing to the Company Secretary, Link Company Matters Limited at Central Square, 29 Wellington Street, Leeds LS1 4DL or by email to [email protected] so as to be received by the Company Secretary no later than 3.00 pm on Monday, 2 September 2024. If appropriate the Company will publish a list of responses on its website at www.aewukreit.com after the Annual General Meeting.
The proxy form for use at the Annual General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Registrar, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL by no later than 12 noon on Monday, 2 September 2024. Alternatively, you can appoint a proxy online at www.signalshares.com. If you hold your Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting the appropriate CREST message (a CREST Proxy Instruction) in accordance with the procedures set out in the CREST Manual (available via www.euroclear.com) so that it is received by the Registrar by no later than 12 noon on Monday, 2 September 2024.
Resolutions 1 to 10 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 11 to 14 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
The Directors of the Company (the "Directors") must present to the meeting the audited Annual Report and Financial Statements for the year ended 31 March 2024 (the "Annual Report and Financial Statements").
This resolution is to approve the Directors' Remuneration Report, which is set out on pages 58 to 61 of the Annual Report and Financial Statements. The vote on this resolution is advisory only and the Directors' entitlement to remuneration is not conditional on it being passed.
The Company must appoint an Auditor at each general meeting at which accounts are presented to shareholders to hold office until the conclusion of the next such meeting. Resolution 3 seeks shareholder approval to re-appoint BDO LLP as the Company's Auditor and Resolution 4 seeks authority for the Board of Directors of the Company to determine the Auditor's remuneration for the year ending 31 March 2025.
Under the Company's current Articles of Association, the Directors are subject to election by shareholders at the first annual general meeting after their appointment. Thereafter, at each annual general meeting any Director who has not stood for re-election at either of the two preceding annual general meetings shall retire. In addition, one-third of the Directors eligible to retire by rotation shall retire from office at each annual general meeting. Beyond these requirements, and in accordance with the AIC Code of Corporate Governance, the Board has agreed a policy whereby all Directors will seek annual re-election at the Company's annual general meetings.
Biographies for all of the Directors are set out on pages 46 and 47 of the Annual Report and Financial Statements. As a result of the annual performance evaluation process, the Board considers that all Directors continue to be effective, are committed to their roles and remain wholly independent in character and judgement. They each bring extensive knowledge and experience to the Board, demonstrate a range of valuable skills and each Director's contribution supports the long-term sustainable success of the Company. The Board therefore recommends that shareholders vote in favour of each Directors proposed re-election.
These resolutions deal with the Directors' authority to allot ordinary Shares of one pence each in the capital of the Company ("Shares") in accordance with section 551 of the Companies Act 2006 (the "Act").
If passed, resolution 9 will authorise the Directors to allot Shares up to a maximum nominal amount of £158,424.74, which represents approximately 10 per cent. of the Company's issued Shares (excluding Shares held in treasury) as at 28 June 2024 (being the latest practicable date prior to the publication of this document).
If passed, resolution 10 will authorise the Directors to allot further Shares, in addition to those which may be allotted under resolution 9, up to a maximum nominal amount of £158,424.74, which represents approximately 10 per cent. of the Company's issued Shares (excluding Shares held in treasury) as 28 June 2024 (being the latest practicable date prior to the publication of this document).
As at the date of this document, the Company held 350,000 Shares in treasury, which represents approximately 0.22 per cent. of the total ordinary share capital in issue (excluding Shares held in treasury) as at 28 June 2024 (being the latest practicable date prior to the publication of this document).
If both resolution 9 and resolution 10 are passed, authority will be granted to the Directors to allot up to a maximum nominal amount of £316,849.49, which is a total of up to 20 per cent. of the existing issued ordinary share capital of the Company (excluding Shares held in treasury) as at 28 June 2024 (being the latest practicable date prior to the publication of this document). The Board recognises that this authority is beyond the standard 10 per cent. authority typically sought by investment companies, but believes that the passing of both resolution 9 and resolution 10 is in shareholders' interests given that:
If resolution 9 is passed but resolution 10 is not passed, Directors will only be authorised to allot up to 10 per cent. of the existing issued ordinary share capital of the Company. Resolution 10 is conditional on resolution 9, so if resolution 9 is not passed resolution 10 will not be passed either.
Each of the authorities granted pursuant to resolution 9 and 10 will expire on the earlier of the conclusion of the annual general meeting of the Company to be held in 2025 (unless previously renewed, varied or revoked by the Company at a general meeting) and 30 September 2025.
The Directors have no present intention to exercise the authorities conferred by resolution 9 and resolution 10.
By law, when new Shares are allotted or treasury Shares are sold for cash (otherwise than pursuant to an employee share scheme), they must first be offered to existing shareholders pro rata to their holdings. Each of resolutions 11 and 12 will, if passed, give the Directors power, pursuant to the authorities to allot granted by resolutions 9 and 10 respectively, to allot Shares or sell Shares from treasury for cash without first offering them to existing shareholders in proportion to their existing holdings, up to a maximum nominal amount of £158,424.74 which represents approximately 10 per cent. of the issued ordinary share capital (excluding Shares held in treasury) as at 28 June 2024 (being the latest practicable date prior to the publication of this document), which in aggregate amounts to £316,849.49, which represents approximately no more than 20 per cent. of the Company's issued ordinary share capital (excluding Shares held in treasury) as at 28 June 2024 (being the latest practicable date prior to the publication of this document). The powers granted by these resolutions will expire at the earlier of the conclusion of the annual general meeting to be held in 2025 (unless previously renewed, varied or revoked by the Company at a general meeting) and 30 September 2025.
The Directors have no present intention to exercise the authorities conferred by resolution 11 and resolution 12. Any Shares will only be allotted or sold out of treasury without pre-emption rights applying, at a premium to the latest published NAV (adjusted for dividends) together with an amount to cover the costs of any such issuance.
This resolution seeks authority for the Company to make market purchases of its own Shares. If passed, the resolution gives authority for the Company to purchase Shares representing up to 14.99 per cent. of the Company's issued share capital (excluding Shares held in treasury) as at 28 June 2024 (being the latest practicable date prior to the publication of this document). The resolution specifies the minimum and maximum prices that may be paid for any Shares purchased under this authority. The authority will expire at the earlier of the conclusion of the annual general meeting of the Company to be held in 2025 and 30 September 2025. The Directors will only exercise the authority to purchase Shares where they consider that such purchases will be in the best interests of shareholders generally and will result in an increase in earnings per Share. The Company may either cancel any Shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them). On 28 June 2024 (the latest practicable date prior to the date of this document) the Company had no options or warrants in respect of the Shares.
This resolution, if passed, will permit the Company to call general meetings (other than annual general meetings) on not less than 14 clear days' notice when matters arise that are time-sensitive and require expedited shareholder approval.
The usual 21 days' notice will be given for general meetings covering matters that are not time sensitive. The Company currently has no intention of using the shorter notice period, but it is useful to have this flexibility should the need to use it arise.
The Board considers that all the resolutions set out in the Notice of Annual General Meeting are in the best interests of the Company and its shareholders as a whole. The Board therefore recommends that you vote in favour of the resolutions as the Directors intend to do in respect of their own beneficial holdings, which represent approximately 0.69 per cent. of the Company's issued share capital (excluding Shares held in treasury) as at 28 June 2024.
Yours faithfully
Mark Burton Chairman
Notice is hereby given that the 2024 Annual General Meeting of AEW UK REIT plc (the "Company") will be held at The Cavendish Hotel, 81 Jermyn Street, St. James', London SW1Y 6JF on Wednesday, 4 September 2024 at 12 noon for the purpose of considering and, if thought fit, passing the resolutions below.
Resolutions 1 to 10 (inclusive) are proposed as ordinary resolutions and resolutions 11 to 14 (inclusive) are proposed as special resolutions.
That, the directors of the Company (the "Directors") be and are generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot, or grant rights to subscribe for or to convert any security into, ordinary Shares of one pence each in the capital of the Company ("Shares"), provided that the maximum number of Shares authorised to be allotted is up to an aggregate nominal amount of £158,424.74 (which represents approximately 10 per cent. of the Company's issued Shares (excluding Shares held in treasury) as at 28 June 2024), such authority to expire at the earlier of the conclusion of the annual general meeting to be held in 2025 (unless previously renewed, varied or revoked by the Company at a general meeting) and 30 September 2025, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require Shares to be allotted, or rights to subscribe for or to convert securities into Shares to be granted, after the expiry of such authority and the Directors may allot Shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot, or grant rights to subscribe for or to convert any security into, Shares (except for such authorities granted pursuant to resolution 10) but without prejudice to any allotment of Shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
That, subject to the passing of resolution 9, and in addition to the authority granted pursuant to resolution 9 above, the Directors be and are generally and unconditionally authorised pursuant to and in accordance with section 551 of the Act to exercise all the powers of the Company to allot, or grant rights to subscribe for or to convert any security into, Shares, provided that the maximum number of Shares authorised to be allotted is up to an aggregate nominal amount of £158,424.74 (which represents approximately 10 per cent. of the Company's issued Shares (excluding Shares held in treasury) as at 28 June 2024, such authority to expire at the earlier of the conclusion of the annual general meeting to be held in 2025 (unless previously renewed, varied or revoked by the Company at a general meeting) and 30 September 2025, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require Shares to be allotted, or rights to subscribe for or to convert securities into Shares to be granted, after the expiry of such authority and the directors may allot Shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot, or grant rights to subscribe for or to convert any security into, Shares (except for such authorities granted pursuant to resolution 9) but without prejudice to any allotment of Shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
1 July 2024 By order of the Board
Link Company Matters Limited
Company Secretary
Registered Office:
Central Square 29 Wellington Street Leeds LS1 4DL
These notes should be read in conjunction with the notes on the form of proxy.
If you need help with voting online, please contact our Registrar, Link Group by email at [email protected] or you may call Link on 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. They are open between 09:00am – 17:30pm, Monday to Friday excluding public holidays in England and Wales.
Any shareholders unable to attend who wish to ask any questions at the Annual General Meeting should do so in writing to the Company Secretary, Link Company Matters Limited at Central Square, 29 Wellington Street, Leeds LS1 4DL or by email to [email protected] so as to be received by the Company Secretary no later than 3.00 pm on Monday, 2 September 2024. If appropriate the Company will publish a list of responses on its website at www.aewukreit.com after the Annual General Meeting. Please note that a shareholder may not use any electronic address provided to communicate with the Company For any purpose other than that stated.
Where the Company is required to publish such a statement on its website:
SPECIFIED LAST PAGE
Where the anchor is placed on the last line has a Paragraph Style named "Specified Last Page".
This is for the Cross-Reference to populate the pagination
on a specific page.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.