18th Jun 2025 11:54
Adriatic Metals PLC
("Adriatic" or the "Company")
RESULT OF ANNUAL GENERAL MEETING
Adriatic Metals PLC (ASX:ADT, LSE:ADT1, OTCQX:ADMLF) held its Annual General Meeting ("AGM") at 9.00am BST on 18 June 2025 at the offices of Troutman Pepper Locke UK LLP, Second Floor, 201 Bishopsgate, London EC2M 3AB.
Each of the resolutions contained in the Notice of Meeting was put to the AGM and voted on by way of a poll. All were duly approved. The total number of votes received on each resolution put to the AGM was as follows:
| Resolution | Votes FOR1 | % | Votes AGAINST | % | Votes WITHHELD2 |
| ORDINARY RESOLUTIONS |
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1 | Approve the Annual report and Financial Statements and the Auditor's and Directors' reports for the 12 months ended 31 December 2024 | 148,306,057 | 99.99 | 9,362 | 0.01 | 21,397 |
2 | Approve the Directors' Remuneration Report | 139,952,232 | 94.36 | 8,368,580 | 5.64 | 16,004 |
3 | Elect Laura Tyler as a Director | 147,238,076 | 99.28 | 1,073,255 | 0.72 | 25,485 |
4 | Elect Mirco Bardella as a Director | 146,171,399 | 98.56 | 2,133,550 | 1.44 | 31,867 |
5 | Elect Eric Rasmussen as a Director | 144,665,842 | 97.55 | 3,638,857 | 2.45 | 32,117 |
6 | Re-elect Sandra Bates as a Director | 144,347,626 | 97.33 | 3,957,323 | 2.67 | 31,867 |
7 | Re-elect Michael Rawlinson as a Director | 146,176,509 | 98.56 | 2,128,440 | 1.44 | 31,867 |
8 | Re-elect Peter Bilbe as a Director | 143,319,553 | 96.64 | 4,985,396 | 3.36 | 31,867 |
9 | Re-elect Sanela Karic as a Director | 147,279,049 | 99.31 | 1,025,650 | 0.69 | 32,117 |
10 | Re-appoint BDO LLP as Auditor
| 148,295,780 | 100 | 7,052 | - | 33,984 |
11 | Authorise the Audit & Risk Committee to determine remuneration of the Auditor | 148,285,256 | 99.99 | 12,329 | 0.01 | 39,231 |
12 | Authorise Directors to allot shares under s551 Companies Act 2006 | 147,858,097 | 99.70 | 452,270 | 0.30 | 26,449 |
13 | Re-approve, for the purposes of ASX Listing Rule 7.2 exception 13(b) the existing ESOPs and the issue of up to 35,000,000 Equity Securities | 137,344,345 | 92.61 | 10,966,069 | 7.39 | 26,402 |
14 | Approve for the purposes of ASX Listing Rule 10.11 the issue of up to 105,450 MD Fee Shares to Laura Tyler | 147,194,326 | 99.24 | 1,120,723 | 0.76 | 21,767 |
15 | Approve for the purposes of ASX Listing Rule 10.11 the issue of up to 108,448 MD Bonus Shares to Laura Tyler | 147,157,550 | 99.22 | 1,156,117 | 0.78 | 25,149 |
16 | Approve for the purposes of ASX Listing Rule 10.14, the issue of up to 448,231 FY 2025 Performance Rights to Laura Tyler (or her nominees) under the ESOP | 118,258,028 | 79.73 | 30,056,889 | 20.27 | 21,899 |
17 | Approve for the purposes of ASX Listing Rule 10.14, the issue of up to 80,379 FY 2024 Performance Rights to Sanela Karic (or her nominees) under the ESOP | 118,294,625 | 79.76 | 30,020,292 | 20.24 | 21,899 |
18 | Approve for the purposes of ASX Listing Rule 10.14, the issue of up to 174,008 FY 2025 Performance Rights to Sanela Karic (or her nominees) under the ESOP | 118,296,830 | 79.76 | 30,018,087 | 20.24 | 21,899 |
SPECIAL RESOLUTIONS | ||||||
19 | Authority to disapply pre-emption rights on allotment of shares | 145,341,213 | 98.99 | 1,487,002 | 1.01 | 1,507,601 |
20 | Authority to disapply pre-emption rights on allotment of shares (for financing or refinancing) | 146,815,199 | 99.00 | 1,486,298 | 1.00 | 35,319 |
21 | Adopt new Articles of Association | 148,187,715 | 99.93 | 108,812 | 0.07 | 40,289 |
22 | Notice period for General Meetings other than Annual General Meetings | 134,739,147 | 90.85 | 13,565,634 | 9.15 | 32,035 |
1. The "For" proxy vote includes those giving the Chairman discretion.2. A vote "Withheld" is not a vote in law and is not counted in the calculation of the proxy votes "For" or "Against" the resolution.
The Board notes the votes in excess of 20% that have been cast against the Board's recommendation for each of resolutions 16, 17 and 18 (relating to the proposed grant of Performance Rights ("PRs") to the Company's executive directors) which represents approximately 8.70% of the entire issued share capital of the Company. The Board understands that this is due to certain proxy advisers having recommended votes against these resolutions.
The Board remains committed to an open and transparent dialogue with the Company's shareholders and intends, accordingly, seek to continue to engage with shareholders regarding their views and/or any specific concerns in relation to these PR awards. Depending on the progress of the recently announced proposed recommended takeover offer for the Company by Dundee Precious Metals Inc., the Company intends to publish an update on this engagement, within six months of the AGM and intends to provide a summary in its next annual report of what steps the impact of any feedback may have on future decisions to be taken by the Board and actions or resolutions to be proposed.
The total number of ordinary shares in issue on 16 June 2025, the deadline for casting votes by proxy in advance of the AGM, was 345,295,293 shares. 42.96% of voting capital, including votes withheld, was instructed in respect of the resolutions put to the AGM.
The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available on the Company's website at https://www.adriaticmetals.com/investors/agm-documents/
In accordance with the UK Listing Rule 6.4.2, copies of all the resolutions passed by the Company's shareholders, other than ordinary business will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
MARKET ABUSE REGULATION DISCLOSURE
The information contained within this announcement is deemed by the Company (LEI: 549300OHAH2GL1DP0L61) to constitute inside information for the purposes of Article 7 of the EU Market Abuse Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
The person responsible for arranging and authorising the release of this announcement on behalf of the Company is Laura Tyler, Managing Director and CEO.
**ends**
Authorised by Laura Tyler, Managing Director & CEO
For further information please visit: www.adriaticmetals.com; email: [email protected], @AdriaticMetals on Twitter; or contact:
Adriatic Metals PLC | |
Klara Kaczmarek GM - Corporate Development | Tel: +44 (0) 7859 048228 |
Burson Buchanan | Tel: +44 (0) 20 7466 5000 |
Bobby Morse / Louise Mason-Rutherford / Oonagh Reidy | |
RBC Europe Limited |
|
Farid Dadashev / James Agnew / Jamil Miah | Tel: +44 (0) 20 7653 4000 |
Stifel Nicolaus Europe Limited | |
Ashton Clanfield / Callum Stewart / Varun Talwar | Tel: +44 (0) 20 7710 7600 |
Sodali & Co | |
Cameron Gilenko | Tel: +61 466 984 953 |
Related Shares:
Adriatic Metal.