29 May 2020
AJ Bell plc ("AJ Bell" or "Company")
Statement in relation to AGM vote on Concert Party waiver resolutions
The board of AJ Bell (Board) welcomed the 79.51% vote in favour of the three concert party waiver resolutions in respect of the market authority to purchase shares resolution, 2019 share awards and grant of share options to the AJ Bell Trust, a registered charity (Waiver Resolutions), at the annual general meeting on 24 January 2020 (AGM), but acknowledges that a significant minority of shareholders did not support the Waiver Resolutions.
The Company did not include an explanation in its AGM results announcement of the action it intended to take to understand and address shareholder concerns about the Waiver Resolutions. Since the AGM, the Board has had time to reflect on the outcome and to engage with some of our institutional and retail shareholders in order to try and identify the reasons for them not having supported the Waiver Resolutions. When doing so, the Board has also taken into account the specific nature of the Waiver Resolutions and the fact that the members of the Concert Party no longer hold more than 30% of the Company's issued share capital, such that it is considered unlikely that any waiver resolutions will be proposed in relation to the Concert Party in the future.
The views expressed by those shareholders with whom the Board engaged who had voted against the Waiver Resolutions indicated that:
· they had done so as a matter of policy and not because of the specific circumstances in which the resolutions had been proposed
· in some instances shareholders had voted against the Waiver Resolution in relation to the authority for the market purchase by the Company of up to 66% of the issued ordinary shares as a matter of policy. This was because, although the scope of that authority was in line with the current Association of British Insurers (ABI) guideline, the ABI had increased the level from 33% in response to the 2008 financial crisis and not revised it downwards since. As a consequence, they did not support that ABI guideline and had voted against both the market purchase authority and related Waiver Resolution.
· in the case of some retail shareholders, because they had not fully understood the nature and effect of the resolutions.
In light of the nature of the above feedback and it being considered unlikely that any waiver resolutions will be proposed in relation to the Concert Party at any future general meetings, the Board has concluded that in relation to future annual general meetings it will:
· review the level of the authority it will seek in relation to the market purchase of ordinary shares to take account of the feedback received; and
· endeavour to explain the nature and effect of all of the proposed resolutions in a way that can be more readily understood by shareholders.
The Board have welcomed the opportunity to engage with our shareholders on this matter and would like to thank those who responded for having done so.
The Company will provide a final update in the 2020 Annual Report.
For further information, please contact:
AJ Bell plc
Bruce Robinson, Company Secretary +44 (0) 780 234 4859
Shaun Yates, Head of Investor Relations +44 (0) 752 223 5898
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