Result of AGM

RNS Number : 5099A

ASA International Group PLC

29 May 2019

 

29 May 2019

ASA INTERNATIONAL GROUP PLC

Result of Annual General Meeting

The Annual General Meeting ("AGM") of ASA International Group plc (the "Company") was held today, 29 May 2019, at 30 Gresham Street, London EC2V 7QP at 11.00am. Each of the resolutions contained in the Notice of Meeting were put to the AGM and voted on by way of a poll. All except numbers 15 and 16 were duly approved.

As stated in the Company's AGM Notice and under Listing Rule 9.2.2.E, a resolution to elect or re-elect an Independent Director must be passed by both a majority of the independent shareholders (i.e. shareholders of the Company who are entitled to vote on the election of Directors and who are not controlling shareholders) and a majority of all shareholders (including the majority shareholder). In order to determine this, votes cast by the independent shareholders were counted separately in respect of the election of Praful Patel, Gavin Laws, Guy Dawson and Hanny Kemna and are set out below.

The total number of votes received on each resolution put to the AGM was as follows:

No.	Resolution	Votes FOR (a)		%	Votes AGAINST		%	Votes WITHHELD (b)
1	Receive 2018 Annual Report and Accounts	95,739,201		100.00%	0		0.00%	0
2	Approve Directors' Remuneration Policy	83,054,794		92.80%	6,445,219		7.20%	6,239,188
3	Approve Annual Report on Remuneration	95,732,472		99.99%	6,729		0.01%	0
4	Approve a final dividend of US cents 7.3 per ordinary share	95,739,201		100.00%	0		0.00%	0
5	Elect Md Shafiqual Haque Choudhury as a Director	94,568,593		98.78%	1,170,608		1.22%	0
6	Elect Dirk Brouwer as a Director	95,739,201		100.00%	0		0.00%	0
7	Elect Aminur Rashid as a Director	95,739,201		100.00%	0		0.00%	0
8	Elect Praful Patel as a Director	All Inde-pendent	95,619,398 39,619,398	99.87% 99.70%	119,803 119,803	0.13% 0.30%		0 0
9	Elect Gavin Laws as a Director	All Inde-pendent	92,895,718 36,895,718	99.87% 99.68%	119,803 119,803	0.13% 0.32%		2,723,680 2,723,680
10	Elect Guy Dawson as a Director	All Inde-pendent	95,539,832 39,539,832	99.79% 99.50%	199,369 199,369	0.21% 0.50%		0 0
11	Elect Hanny Kemna as a Director	All Inde-pendent	95,619,398 39,619,398	99.87% 99.70%	119,803 119,803	0.13% 0.30%		0 0
12	Re-appoint Ernst & Young LLP as Auditor	95,259,737		99.50%	479,464		0.50%	0
13	Authorise Audit & Risk Committee to approve Auditor remuneration	95,259,737		99.50%	479,464		0.50%	0
14	Authorise Directors to allot shares	71,185,983		74.35%	24,553,218		25.65%	0
15	Authority to disapply pre-emption rights (up to 5% of issued share capital) (c)	70,999,740		74.46%	24,353,849		25.54%	385, 612
16	Authority to disapply pre-emption rights in connection with specific acquisition/ investment (further 5% of issued share capital) (c)	70,999,740		74.46%	24,353,849		25.54%	385, 612
17	Authority to purchase own shares (c)	95,739,201		100.00%	0		0.00%	0
18	Authority to call General Meetings by notice of not less than 14 days (c)	95,440,103		99.69%	299,098		0.31%	0

NOTES:

(a) The "For" proxy vote includes those giving the Chairman discretion.
(b) 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.
(c) Special resolution.

Authority to allot shares and disapply pre-emption rights on allotment

The Board notes that Resolutions 15 and 16, to authorise the Directors to disapply pre-emption rights on share allotments, narrowly failed to be passed as they were Special Resolutions requiring a 75% majority. In addition Resolution 14, to authorise the Directors to make allotments of shares, also had a significant number of votes cast against it but, being an Ordinary Resolution, was passed.

All three of these Resolutions were proposed in accordance with routine practice in the UK and complied with the guidance published by the Investment Association and the Pre-emption Group. The Board has no present intention or need to exercise any of these authorities, and only wished to have the flexibility to do so in appropriate circumstances.

The Board will now analyse the voting outcome and will engage with major shareholders in order to understand the reasons for it.

***

The total number of ordinary shares in issue on 24 May 2019, the deadline for casting votes by proxy in advance of the AGM, was 100,000,000 shares. 95.74% 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 www.asa-international.com In accordance with the UK Listing Authority's Listing Rule 9.6.2, 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 www.morningstar.co.uk/uk/NSM

Enquiries:

ASA International Group plc                                                      [phone]

Investor Relations                                                                          [e-mail]

Véronique Schyns                                                                          

MHP Communications                                                                  [phone]

Charlie Barker                                                                                 [e-mail] 

Simon Hockridge

Patrick Hanrahan

Florence Mayo

 

END

 

 

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