19 September 2018
Warehouse REIT plc
(the 'Company' or 'Warehouse REIT')
Result of Annual General Meeting
The Company is pleased to announce that, at the Annual General Meeting held on 19 September 2018, resolutions 1 to 13, 15 and 16 were passed on a show of hands, including the following resolutions:
Resolution 12 (ordinary resolution): To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006.
Resolution 13 (special resolution): To authorise the Directors to disapply statutory pre-emption rights in relation to the issue of ordinary shares.
Resolution 15 (special resolution): To authorise the Directors to make market purchases of the Company's own shares.
Resolution 16 (special resolution): To hold general meetings (other than annual general meetings) on 14 clear days' notice.
A poll was called on Resolution 14 (special resolution): To authorise the Directors to disapply statutory pre-emption rights in relation to the issue of ordinary shares for the purposes of financing a transaction. The results of the poll were as follows:
| Votes For | Votes Against | Votes Withheld | ||
| Votes | % Votes Cast | Votes | % Votes Cast | |
Resolution 14 | 54,522,440 | 76.96% | 16,318,299 | 23.04% | 850,278 |
Accordingly, Resolution 14 was carried.
The proxy votes received in relation to each of the resolutions were as follows:
Resolutions | Votes For | Votes Against | Votes at Chairman's Discretion | Votes Withheld |
Resolution 1 | 62,033,283 | 183,700 | 167,226 | 0 |
Resolution 2 | 62,022,086 | 184,700 | 167,226 | 10,197 |
Resolution 3 | 62,012,251 | 184,700 | 167,226 | 20,032 |
Resolution 4 | 62,020,586 | 183,700 | 167,226 | 12,697 |
Resolution 5 | 54,335,756 | 7,868,530 | 167,226 | 12,697 |
Resolution 6 | 57,560,005 | 4,644,281 | 167,226 | 12,697 |
Resolution 7 | 62,020,586 | 183,700 | 167,226 | 12,697 |
Resolution 8 | 62,020,586 | 183,700 | 167,226 | 12,697 |
Resolution 9 | 58,366,586 | 3,834,700 | 167,226 | 15,697 |
Resolution 10 | 62,020,586 | 184,700 | 167,226 | 11,697 |
Resolution 11 | 62,036,983 | 180,000 | 167,226 | 0 |
Resolution 12 | 62,015,086 | 183,700 | 167,226 | 18,197 |
Resolution 13 | 61,978,759 | 218,527 | 167,226 | 19,697 |
Resolution 14 | 45,068,406 | 16,318,299 | 167,226 | 830,278 |
Resolution 15 | 58,375,656 | 3,839,827 | 167,226 | 1,500 |
Resolution 16 | 61,268,815 | 948,168 | 167,226 | 0 |
The Directors note the substantially higher proportion of proxy votes received against Resolution 14 as compared with each of the other Resolutions. The Board believes that these votes against were based on recently updated guidance released by various voting bodies including PIRC and ISS. However, the Company will engage with shareholders to discuss the reasons for the votes against this resolution.
Enquiries:
Warehouse REIT plc via FTI Consulting
Tilstone Partners Limited | 44 (0) 1244 470 090 |
G10 Capital Limited (part of the Lawson Conner Group), acting as AIFM | 44 (0) 20 3696 1302 |
Peel Hunt (Financial Adviser, Nominated Adviser and Broker) | 44 (0)20 7418 8900 |
FTI Consulting (Financial PR & IR Adviser to the Company) | 44 (0) 20 3727 1000 |
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