Baltimore survives shareholder revolt by the skin of its teeth

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The Independent Online

Baltimore Technologies has defeated a dramatic attempt by the company's largest shareholder to unseat its entire board by the slimmest of margins.

The outcome of an extraordinary general meeting, held on Thursday, was released yesterday, showing backing for the Baltimore board.

This means the company can now press ahead with its plan to turn itself into a green energy company. Baltimore, once a stock market star, used to be an internet security group but it is currently a cash shell.

Acquisitor, a rebel shareholder which has a 16 per cent stake, blamed the board for the company's decline and, in an open letter to shareholders last month, said it wanted to protect Baltimore's remaining cash from "being squandered in yet another unproven high-risk plan".

Acquisitor put resolutions to the EGM to oust each of Baltimore's directors. The vote was close, with Bijan Khezri, the chairman and chief executive, surviving with 9.71 million votes on his side - just 47,000 more than votes against him. The directors George Powlick and Simon Enoch were voted out but had already said they plan-ned to step down.

Baltimore pointed out that if Acquisitor's 8.6 million votes were taken out, about 1 million independent votes were registered in support of its resolutions, versus some 9.7 million against most of these. Mr Khezri denounced Acquisitor's attack on him and his team during its high-profile campaign which he called "absolutely inappropriate". He said there had been "very hostile" comments from Acquisitor during the EGM but he thought the shareholder's behaviour had resulted in sympathy among other investors. for the Baltimore board.

"There was a clear mood-swing in the meeting. I was at the centre of the personal attacks. What people saw was a management team that have nothing to hide."

Mr Khezri said shareholders showed they preferred the existing management team to the one proposed by Acquisitor. "It came down to two competing sets of CVs. We have saved this company. When I took this job, people were saying that this company would go bankrupt," he said, adding the past nature of the board's relationship with Acquisitor did not mean that it should remain hostile. "We need to co-operate," Mr Khezri said.