Result of AGM

RNS Number : 2956L

HICL Infrastructure Company Ld

17 July 2017

 

17 July 2017

HICL Infrastructure Company Limited (the "Company")

Result of the Annual General Meeting

The Directors of the Company are pleased to announce the results of voting at the annual general meeting of the Company held at 4:00 PM (UK Time) on Monday, 17 July 2017 at the offices of Aztec Group, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP (the "AGM").

Each of the Ordinary Resolutions and Special Resolutions proposed in the notice and agenda of the AGM were duly passed.

Total votes of 711,361,598 were cast at the AGM¹. The results of the voting² are noted as follows:

Ordinary Resolutions³

Resolution	Votes For	Votes Against	Votes Withheld4
1.    TO receive and consider the annual report, including the Directors' Report and the Auditors' Report for the year ended 31 March 2017.	711,361,228 100%	370       0.00%	0          0.00%
2.    TO re-elect Ian Russell as a non-executive Director.	657,633,618 92%	48,393,903 6.80%	5,334,077 0.75%
3.    TO re-elect Sally-Ann Farnon as a non-executive Director.	711,316,202 100%	11,809 0.00%	33,587 0.00%
4.    TO re-elect Simon Holden as a non-executive Director.	711,318,289 100%	9,722    0.00%	33,587 0.00%
5.    TO re-elect Frank Nelson as a non-executive Director.	711,321,263 100%	6,562    0.00%	33,773 0.00%
6.    TO re-elect Kenneth Reid as a non-executive Director.	711,313,646 100%	14,365 0.00%	33,587 0.00%
7.    TO re-elect Christopher Russell as a non-executive Director.	711,249,415 100%	78,596 0.01%	33,587 0.00%
8.    TO approve the Directors' Remuneration Report (as set out in the Annual Report) including both the remuneration paid for the year ended 31 March 2017, and proposed remuneration payable for the year ending 31 March 2018, to the Chairman, the Senior Independent Director, the Chairs of each Committee of the Board and each other non-executive Director, for routine business and additional corporate work.	695,968,217 98%	15,379,223 2.16%	14,158 0.00%
9.    THAT KPMG Channel Islands Limited be re-appointed as auditors of the Company.	698,192,619 98%	13,143,808 1.85%	25,171 0.00%
10.   THAT the Directors be authorised to agree the remuneration of the auditors.	711,339,667 100%	18,491 0.00%	3,440    0.00%
11.   To approve the Company's dividend policy for the year ending 31 March 2018.	711,358,228 100%	370       0.00%	3,000    0.00%
12.   THAT in accordance with the Company's Articles of Incorporation the Board may, in respect of all and any dividends declared for any financial period or periods of the Company ending prior to the next annual general meeting of the Company, offer shareholders the right to elect to receive further shares (whether or not of that class), credited as fully paid, instead of cash in respect of all or any part of such dividend or dividends declared in respect of any such financial period or periods.	711,351,765 100%	9,833    0.00%	0          0.00%
13.   THAT the Directors be, and hereby are, authorised to exercise their discretion under and in accordance with the Company's Articles of Incorporation and The Companies (Guernsey) Law, 2008, as amended to make market acquisitions (within the meaning of The Companies (Guernsey) Law, 2008, as amended) of the Ordinary Shares issued or to be issued by the Company in accordance with the conditions set out in the notice of the AGM.	711,133,037 100%	224,797 0.03%	3,764    0.00%
14.   THAT the Directors be, and hereby are, authorised to, in accordance with article 44 of the Articles of Incorporation of the Company, increase the share capital of the Company from £199,999.99 divided into 1,999,999,900 Unclassified Shares of 0.01p to £300,000 divided into 3,000,000,000 Unclassified Shares 0.01p each (which may be issued as Ordinary Shares, C Shares or Deferred Shares or otherwise on such terms and conditions as the Directors determine from time to time).	711,316,037 100%	30,002 0.00%	15,559 0.00%

Special Resolutions⁵

Resolution	Votes For	Votes Against	Votes Withheld4
15.   THAT the Directors be, and hereby are, empowered to allot (or sell Ordinary Shares held as Treasury Shares) up to 10.0% of the Ordinary Shares of the Company in issue as at the date of this resolution, for cash as if Article 9 of the Company's Articles of Incorporation did not apply to the allotment or sale for the period expiring on the date falling 15 months after the date upon which this resolution is passed or the conclusion of the next annual general meeting of the Company, whichever is the earlier PROVIDED THAT the Company may before such expiry, make an offer or agreement which would or might require Ordinary Shares to be allotted or sold after such expiry and Ordinary Shares may be allotted or sold in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.	710,775,184 100%	538,824 0.08%	47,590 0.01%

In accordance with Listing Rule 9.6.2, the full text of the special resolutions passed at the AGM has been submitted to the National Storage Mechanism and will be available at http://www.morningstar.co.uk/uk/NSM.

Notes:

1.   The latest total voting rights of the Company of 1,786,036,854 were disclosed on 3 July 2017 and were unchanged at the time of convening the AGM.

2.   Pursuant to sections 176(3) and 178(4) of the Companies (Guernsey) Law, 2008, ordinary and special resolutions of the members are passed on a show of hands if passed by members who vote in person and by persons who vote as duly appointed proxies of members entitled to vote. Accordingly, this means that resolutions are passed by the requisite majority of votes cast at the AGM, not as a majority of the total voting rights.

3.   Ordinary resolutions are passed if more than half (50%) of votes are cast in favour of the resolution.

4.   A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a particular resolution.

5.   Special resolutions are passed if more than 75% of votes are cast in favour of the resolution.

For further information, please contact:

Aztec Financial Services (Guernsey) Limited

Chris Copperwaite                                                          [phone]

Jacques Colley                                                             

 

END

 

 

RAGSFSFIWFWSEIW