6 July 2020

Raven Property Group Limited (“Raven” or the “Company”)

Result of Annual General Meeting and Directorate change

Raven announces that, at the Annual General Meeting (“AGM”) of the Company held at 10:00 a.m. today, the resolutions set out in the Notice of 2020 AGM dated 5 June 2020, were duly passed following a poll on each resolution.

Defined terms used in this announcement shall have the same meaning as set out in the Notice of 2020 AGM dated 5 June 2020.

Annual General Meeting Poll Results


1	To receive the Annual Report and Accounts	
For 409,627,464	99.99%	                    
Against 35,634         0.01%	
Withheld 2,200	                                                 
Total voted 409,663,098

2	To approve the Directors’ Remuneration Report	
For 132,521,060	73.60%	
Against 47,539,757	   26.40%	
Withheld 229,604,482	
Total voted180,060,817

3	To re-appoint Richard Jewson	
For 178,180,506	77.62%	
Against 51,383,535	     22.38%	
Withheld 180,101,258	
Total voted229,564,041

4	To re-appoint Anton Bilton	
For 390,853,518	95.41%	
Against 18,809,096	    4.59%	
Withheld 2,684	
Total voted 409,662,614

5	To re-appoint Glyn Hirsch	
For 397,018,597	96.91%	
Against 12,644,018	    3.09%	
Withheld 2,684	
Total voted 409,662,615

6	To re-appoint Mark Sinclair	
For 397,018,597	100.00%	
Against 182	0.00%	
Withheld 12,646,520	
Total voted 397,018,779

7	To re-appoint Colin Smith	
For 397,018,597	100.00%	
Against 182	0.00%	
Withheld 12,646,520	
Total voted 397,018,779

8	To re-appoint David Moore	
For 193,708,119	84.38%	
Against 35,855,922	    15.62%	
Withheld 180,101,258	
Total voted 229,564,041

9	To re-appoint Michael Hough	
For 396,362,867	96.76%	
Against 13,284,031	    3.24%	
Withheld 18,400	
Total voted 409,646,898

10	To re-appoint Ernst & Young as auditors 	
For 409,611,082	99.99%	
Against 38,016	0.01%	
Withheld 16,200	
Total voted 409,649,098

11	To authorise the Directors to fix the remuneration of the auditors 	
For 409,662,353	100.00%	
Against 2,462   	0.00%	
Withheld 484	
Total voted 409,664,815

12	To authorise the Directors to allot ordinary shares, convertible preference shares and preference shares	
For 396,398,906	 96.77%	
Against 13,250,677  	3.23%	
Withheld 15,716	
Total voted 409,649,583

13*	To authorise the Company to make market purchases of its ordinary shares	
For 409,629,584	99.99%	
Against 35,714	0.01%	
Withheld 0	
Total voted 409,665,298

14*	To authorise the Company to make market purchases of its convertible preference shares	
For 396,985,748	96.90%	
Against 12,679,550	       3.10%	
Withheld 0	
Total voted 409,665,298

15*	To authorise the Company to make market purchases of its preference shares	
For 406,629,402	99.99%	
Against 35,896	0.01%	
Withheld 3,000,000	
Total voted 406,665,298

16*	To dis-apply pre-emption rights on the issue of ordinary shares	
For 396,887,421	96.88%	
Against 12,777,878	   3.12%	
Withheld 0	
Total voted 409,665,299

17*	To dis-apply pre-emption rights on the issue of ordinary shares for a specific transaction	
For 399,159,362	97.44%	
Against 10,505,936	2.56%	
Withheld 0	
Total voted 409,665,298

*Special Resolution

1. "Votes For" includes those giving the Chairman discretion and votes "For" and "Against" are expressed as a percentage of votes received.
2. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the votes "For" and "Against" a resolution.
3. The total number of Ordinary Shares in issue at 6.00 p.m. on 2 July 2020 was 489,746,016, 83.65% of the voting capital was instructed.

Raven prides itself on a continued dialogue with all major ordinary shareholders and meets with each of the largest at least twice a year for consultation on all fundamental, strategic, remuneration and governance issues. This has been consistent company practice since the Company’s founding 15 years ago. We accept that the voting profile demonstrates shareholder concern on certain issues going forward and we have already commenced engagement with the majority holders to address those concerns.

As set out in the circular for the 2020 AGM and in line with best practice, the Company deferred the proposal of a new remuneration policy for the period 1 January 2021 to 31 December 2023 until the 2021 AGM. As it has with all previous significant remuneration matters, the Company will consult with its major shareholders before presenting the proposed policy at the 2021 AGM.

In addition, the Company’s succession planning for the composition of the Board and its various committees is in progress and the Company had expected to continue its orderly rotation of non-executive directors prior to the AGM. In recent months this has been disrupted by the impact caused by Covid 19, however the Company would like to confirm that it has now recommenced the process and expects to complete planned additional non-executive director appointments before the end of 2020, with the aim of aligning the composition of the Board with the UK Corporate Governance Code by the 2022 AGM.

In all other aspects of corporate governance it remains the Company’s intention to continue to engage directly and constructively with our major ordinary shareholders.

Changes to Directors

As set out in the Company’s 2019 Annual Report, Christopher Sherwell stepped down as a Director of the Company with effect from today. Michael Hough who was reappointed at today’s AGM will now become chairman of the Remuneration Committee and the Company’s senior independent director.

In accordance with Listing Rule 9.6.2R, copies of resolutions 12 to 17 passed at today’s Annual General Meeting and copies of the resolutions passed at today’s class meetings will be submitted to the National Storage Mechanism and will shortly be available for viewing online at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism


Raven Property Group Limited
Anton Bilton
Glyn Hirsch
Tel: + 44 (0) 1481 712955

Novella Communications (public relations adviser)
Tim Robertson
Fergus Young
Tel: +44 (0) 203 151 7008

N+1 Singer (UK joint broker)
Corporate Finance - James Maxwell / James Moat
Sales - Alan Geeves / James Waterlow
Tel: +44 (0) 20 7496 3000  

Numis Securities Limited (UK joint broker)
Alex Ham / Jamie Loughborough / Alasdair Abram
Nathan Brown / George Shiel
Tel: + 44 (0) 207 260 1000

Renaissance Capital (South African broker)
Yvette Labuschagne
Tel: +27 (11) 750 1448

Renaissance Capital (Russian broker)
David Pipia
Tel: + 7 495 258 7770

Ravenscroft (TISE sponsor)
Emma Ozanne
Tel: + 44 (0) 1481 729100

About Raven Property Group 

Raven Property Group Limited was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares and preference shares are listed on the Main Market of the London Stock Exchange and admitted to the Official List of the UK Listing Authority and the Official List of The International Stock Exchange (“TISE”). Its Ordinary Shares also have a secondary listing on the main board of the Johannesburg Stock Exchange and the Moscow Stock Exchange. Its convertible preference shares are admitted to the Official List of TISE and to trading on the SETSqx market of the London Stock Exchange. The Group operates out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.9 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don, Novosibirsk and Nizhny Novgorod and 49,000 square metres of commercial office space in St Petersburg. For further information visit the Company’s website: www.theravenpropertygroup.com