YELLOW CAKE PLC

AGM Information • Sep 6, 2023

National Storage Mechanism | Additional information

RNS Number : 5845L

Yellow Cake PLC

06 September 2023

6 September 2023

Yellow Cake plc ("Yellow Cake" or the "Company")

Results of 2023 Annual General Meeting

Yellow Cake, a specialist company operating in the uranium sector with a view to holding physical uranium ("U3O8") for the long term, is pleased to announce that at the Annual General Meeting of the Company held on 6 September 2023 ("AGM" or the "Meeting") all resolutions were duly passed. Resolutions 1-11 were passed as ordinary resolutions and resolutions 12 and 13 were passed as special resolutions.

The full text of the resolutions passed at the Meeting can be found in the Notice of Annual General Meeting, which is available on the Company's website at www.yellowcakeplc.com. 

The following table shows the votes cast on each resolution:

		VOTES FOR	%	VOTES AGAINST	%	TOTAL VOTES VALIDLY CAST	% OF SHARE CAPITAL WITH VOTING RIGHTS	VOTES WITHHELD
1	Annual Report and Accounts	66,462,151	72.4	25,280,031	27.6	91,742,182	46.3	200,065
2	Re-appoint Anthony Tudor St John, The Lord St John of Bletso	85,446,658	93.0	6,390,677	7.0	91,837,335	46.3	104,912
3	Re-appoint Andre Liebenberg	91,326,409	99.4	512,120	0.6	91,838,529	46.3	103,718
4	Re-appoint Carole Whittall	61,699,633	97.6	1,508,043	2.4	63,207,676	31.9	28,734,571
5	Re-appoint Sofia Bianchi	90,707,257	98.8	1,129,841	1.2	91,837,098	46.3	105,149
6	Re-appoint Alexander Downer	91,376,276	99.5	464,494	0.5	91,840,770	46.3	101,477
7	Re-appoint Alan Rule	91,377,953	99.5	461,704	0.5	91,839,657	46.3	102,590
8	Re-appoint Claire Brazenall	91,449,090	99.6	380,113	0.4	91,829,203	46.3	113,044
9	Re-appoint auditor	91,826,316	100.0	11,911	0.0	91,838,227	46.3	104,020
10	Auditor's remuneration	91,837,957	100.0	1,308	0.0	91,839,265	46.3	102,982
11	Authority to allot shares	81,213,369	88.4	10,629,225	11.6	91,842,594	46.3	99,653
12	Disapply pre-emption rights	87,583,885	95.4	4,253,768	4.6	91,837,653	46.3	104,594
13	Authority to purchase own shares	91,705,666	100.0	3,209	0.0	91,708,875	46.3	233,372

Notes:

(1)           A vote withheld is not a vote in law and is not counted in the calculation of votes for or against a resolution.

(2)         As at close of business on 4 September 2023, being the date used to determine the entitlement of shareholders to attend and vote at the Annual General Meeting, the Company's issued share capital was 202,740,700 Ordinary Shares, the number of Ordinary Shares held in treasury was 4,584,283 and the total voting rights in the Company were therefore 198,156,477.

The Board notes that resolution 1 (to receive the Company's Annual Report and Accounts for the financial year ended 31 March 2023) was passed with the necessary majority but received less than 80% of votes in favour.

The Company is aware that Investor Shareholder Services (ISS), a proxy advisory firm, recommended that shareholders vote against resolution 1 due to the non-conditionality of vesting of the Company's long-term incentive awards. As an AIM listed company, Yellow Cake is not required to and does not offer a separate vote in respect of its directors' remuneration report and ISS therefore recommended a vote against the approval of the Company's Annual Report and Accounts which included the directors' remuneration report. 

Given that Yellow Cake does not have operations, the Board considers that its Long Term Incentive Plan ("LTIP"), which was developed on the advice of external independent remuneration consultants, is appropriate for Yellow Cake. As per the terms of the LTIP, the amount of awards granted pursuant to Yellow Cake's LTIP is determined by a performance underpin. In addition, the strike price of the grant is set at the higher of the NAV on the grant date and the market price in the week prior to the grant date, thereby introducing a penalty to the extent that a discount to NAV exists and an incentive to close any NAV discount. 

The Company aspires to the highest level of shareholder and stakeholder engagement and intends to consult with those shareholders who voted against this resolution to better understand their specific concerns. The Company will provide an update on this in the coming months in line with the UK Corporate Governance Code.

Enquiries:

Yellow Cake plc
Andre Liebenberg, CEO	Carole Whittall, CFO
+44 (0) 153 488 5200
Nominated Adviser and Joint Broker: Canaccord Genuity Limited
Henry Fitzgerald-O'Connor	James Asensio
Gordon Hamilton
+ 44 (0) 207 523 8000
Joint Broker: Berenberg
Matthew Armitt	Jennifer Lee
Detlir Elezi
Tel: +44 (0) 203 207 7800
Financial Adviser: Bacchus Capital Advisers
Peter Bacchus	Richard Allan
Tel: +44 (0) 203 848 1640
Communications Adviser: Powerscourt
Peter Ogden	Molly Melville
+44 (0) 779 385 8211

ABOUT YELLOW CAKE

Yellow Cake is a London-quoted company, headquartered in Jersey, which offers exposure to the uranium spot price. This is achieved through its strategy of buying and holding physical triuranium octoxide ("U3O8"). It may also seek to add value through other uranium related activities. Yellow Cake seeks to generate returns for shareholders through the appreciation of the value of its holding of U3O8 and its other uranium related activities in a rising uranium price environment. The business is differentiated from its peers by its ten-year Framework Agreement for the supply of U3O8 with Kazatomprom, the world's largest uranium producer. Yellow Cake currently holds 18.81 million lb of U3O8, all of which is held in storage in Canada and France. 

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