Beazley plc
London, 25 April 2023
Beazley plc - 2023 Annual General Meeting Results
Beazley plc held its annual general meeting for shareholders at 2.30pm today and announces that all the resolutions (with the exceptions of resolutions 22 and 23) were duly passed.
The Board would like to thank shareholders for their engagement and support ahead of the AGM and throughout the year. While most of the resolutions were passed, with majorities in excess of 91%, the Board notes that resolutions 22 (general disapplication of pre-emption rights) and 23 (disapplication of pre-emption rights in connection with an acquisition or specified capital investment) which were special resolutions requiring a 75% majority, did not receive sufficient support to be passed (receiving votes in favour of 60.76% and 60.85% respectively).
Both of the resolutions followed the provisions of the Pre-Emption Group's 2022 Statement of Principles for the disapplication of pre-emption rights. The Board considers the flexibility afforded by these authorities to be in the best interests of the Company.
The Company has already begun engaging with those shareholders who voted against this resolution. In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will consult and continue to engage with the relevant shareholders to understand and discuss their concerns with respect to these resolutions. An update will be provided within six months of the AGM, in accordance with the Code, with a final summary to be included in the Company's 2023 annual report and accounts.
As previously announced, Clive Bannister has assumed the role of Chair of the Board and Nomination Committee with effect from the conclusion of the meeting.
In accordance with Listing Rule 9.6.3, full details of the resolutions passed as special business will be submitted to the National Storage Mechanism and will shortly be available for inspection.
For information, the results of the AGM are set out below. The total number of votes received for each resolution is set out below. The number of 5p ordinary shares in issue and the number of voting rights on 21 April 2023 was 672,235,059.
|
Resolution No. |
Description |
Votes in Favour and discretionary |
Votes Against |
Votes Withheld |
|
1 |
To receive the accounts for the financial year ended 31 December 2022, together with the Directors' report and Auditor's report thereon |
506,951,843 |
11,134 |
2,570,292 |
|
2 |
To approve the Directors' Remuneration Report for the financial year ended 31 December 2022 |
449,211,909 |
43,542,160 |
16,779,200 |
|
3 |
To approve the Directors' Remuneration Policy to take effect immediately from the end of the annual general meeting |
475,662,878 |
23,682,695 |
10,187,696 |
|
4 |
To approve the payment of an interim dividend of 13.5 pence per ordinary share |
509,494,910 |
11,134 |
27,225 |
|
5 |
To re-elect Rajesh Agrawal as a Director of the Company |
508,869,976 |
601,726 |
61,567 |
|
6 |
To re-elect Adrian Cox as a Director of the Company |
509,218,774 |
251,756 |
62,739 |
|
7 |
To re-elect Pierre-Olivier Desaulle as a Director of the Company |
503,197,847 |
6,272,996 |
62,426 |
|
8 |
To re-elect Nicola Hodson as a Director of the Company |
504,662,406 |
4,808,437 |
62,426 |
|
9 |
To re-elect Sally Lake as a Director of the Company |
495,773,144 |
13,697,386 |
62,739 |
|
10 |
To re-elect Christine LaSala as a Director of the Company |
503,198,462 |
6,272,381 |
62,426 |
|
11 |
To re-elect John Reizenstein as a Director of the Company |
488,599,171 |
6,271,078 |
14,663,020 |
|
12 |
To re-elect Robert Stuchbery as a Director of the Company |
509,214,774 |
252,069 |
66,426 |
|
13 |
To elect Clive Bannister as a new Director of the Company |
507,501,247 |
1,965,596 |
66,426 |
|
14 |
To elect Fiona Muldoon as a new Director of the Company |
509,215,087 |
251,756 |
66,426 |
|
15 |
To elect Cecilia Reyes Leuzinger as a new Director of the Company |
509,215,314 |
251,529 |
66,426 |
|
16 |
To re-appoint EY as Auditors of the Company |
492,913,433 |
1,954,675 |
14,665,161 |
|
17 |
To authorise the Audit Committee to determine the Auditors' remuneration |
508,727,900 |
747,802 |
57,567 |
|
18 |
To approve the UK Share Incentive Plan 2023 |
508,630,817 |
868,700 |
33,752 |
|
19 |
To approve the International Share Incentive Plan 2023 |
509,486,684 |
12,833 |
33,752 |
|
20 |
To approve the amendment to the Long Term Incentive Plan 2022 |
506,644,840 |
2,822,218 |
66,211 |
|
21 |
To authorise the Directors to allot shares |
482,945,267 |
26,554,649 |
33,353 |
|
22* |
To authorise the disapplication of pre-emption rights generally |
308,107,192 |
198,940,145 |
2,485,932 |
|
23* |
To authorise the disapplication of pre-emption rights for an acquisition or specified capital investment |
309,129,133 |
198,922,293 |
1,481,843 |
|
24* |
To authorise the Company to make market purchases of Ordinary Shares |
508,108,187 |
1,230,675 |
194,407 |
|
25* |
To allow the Company to hold general meetings (other than annual general meetings) on not less than 14 clear days' notice |
495,958,963 |
13,513,495 |
60,811 |
* Special resolution
For further information please contact:
Beazley plc
Christine Oldridge
+44 (0)20 7674 7758
Note to editors:
Beazley plc (BEZ.L), is the parent company of specialist insurance businesses with operations in Europe, North America, Latin America and Asia. Beazley manages seven Lloyd's syndicates and, in 2022, underwrote gross premiums worldwide of $5,268.7million. All Lloyd's syndicates are rated A by A.M. Best.
Beazley's underwriters in the United States focus on writing a range of specialist insurance products. In the admitted market, coverage is provided by Beazley Insurance Company, Inc., an A.M. Best A rated carrier licensed in all 50 states. In the surplus lines market, coverage is provided by the Beazley syndicates at Lloyd's.
Beazley's European insurance company, Beazley Insurance dac, is regulated by the Central Bank of Ireland and is A rated by A.M. Best and A+ by Fitch.
Beazley is a market leader in many of its chosen lines, which include Professional Indemnity, Cyber Liability, Property, Marine, Reinsurance, Accident and Life, and Political Risks and Contingency Business.
For more information please go to: www.beazley.com
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