Corporate governance – report on use of Pre-Emption Group Statement of Principles

The Pre-Emption Group (PEG) has published its 2024-2025 Annual Monitoring Report, its third report monitoring the use of the 2022 revised Statement of Principles on the disapplication of pre-emption rights for listed companies in the UK.

The PEG revised its Principles in 2022 to allow companies to seek shareholder authority to waive pre-emption rights over a larger percentage of total share capital than had been the case pre-Covid (read more on our blog here).

The report reviews the adoption of the Principles by FTSE 100 and FTSE 250 companies for meetings held between 1 August 2024 and 31 July 2025. It analyses in detail the type and threshold of disapplications sought, and shareholder voting patterns.

The headlines from the report’s findings include:

• 77.6% of FTSE 350 companies that put forward resolutions to disapply pre-emption rights sought ‘enhanced’ disapplication authorities as permitted under the Principles (an increase from 67.1% in 2024 and 55.7% in 2023) – enhanced authority refers to a disapplication request where either the request for general corporate purposes, or the request for a specified capital investment, or both, exceeds the 5% authority previously allowed under the 2015 Statement of Principles; and
• 99.1% of the disapplication resolutions were passed, with 72.6% of disapplication resolutions for general corporate purposes passed with less than 5% of votes against.