Result of AGM

International Public Partnerships

04 June 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

("INPP" or the "Company")

RESULT OF ANNUAL GENERAL MEETING ("AGM")

04 June 2024

International Public Partnerships Limited ("INPP" or the "Company") is pleased to announce that, at the AGM held at 10.00 am this morning, each of the Resolutions were duly passed without amendment. 

The votes received by the Company were as follows:

Resolution		Votes For (including discretionary)		Votes Against		Votes Withheld*
1	Ordinary	1,386,425,383	99.99	3,687	0.01	30,767
2	Ordinary	1,386,275,359	99.99	123,930	0.01	60,548
3	Ordinary	1,336,024,955	96.37	50,374,451	3.63	60,431
4	Ordinary	1,330,037,707	95.93	56,361,699	4.07	60,431
5	Ordinary	1,296,427,801	93.51	89,971,605	6.49	60,431
6	Ordinary	1,062,040,285	76.60	324,350,469	23.40	69,083
7	Ordinary	1,336,016,206	96.37	50,373,451	3.63	70,180
8	Ordinary	1,336,017,089	96.37	50,378,451	3.63	64,297
9	Ordinary	1,336,017,089	96.37	50,378,451	3.63	64,297
10	Ordinary	1,386,441,147	99.99	3,937	0.01	14,753
11	Ordinary	1,386,331,741	99.99	104,688	0.01	23,408
12	Ordinary	1,386,352,727	99.99	70,342	0.01	36,768
13	Ordinary	1,386,380,671	99.99	56,260	0.01	22,906
14	Special	1,386,345,417	99.99	75,178	0.01	39,242
15	Special	1,383,964,365	99.82	2,456,230	0.18	39,242

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

In accordance with LR 9.6.18, details of those resolutions passed at the AGM that were not in the ordinary course of business are detailed below.

Resolution 13 - Ordinary Resolution

THAT, in accordance with Article 108 of the articles of incorporation, the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the annual general meeting of the Company to be held in 2025, offer the holders of the ordinary shares in the capital of the Company of par value 0.01 penny each (the "Ordinary Shares") the right to elect to receive further Ordinary Shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.

Resolution 14 - Special Resolution

To approve that the Company generally be and is hereby authorised for the purposes of section 315 of the Companies (Guernsey) Law, 2008 as amended (the "Law") to make market acquisitions (as defined in the Law) of ordinary shares in the capital of the Company of par value 0.01 penny each (the "Ordinary Shares") provided that:

a.   the maximum number of Ordinary Shares authorised to be purchased shall be 14.99 per cent. of the Ordinary Shares in issue immediately following this annual general meeting (excluding treasury shares);

b.   the minimum price (exclusive of expenses) which may be paid for such shares is £0.01 per Ordinary Share;

c.   the maximum price (exclusive of expenses) payable by the Company which may be paid for Ordinary Shares shall be the higher of (i) 5 per cent. above the average market value for the five business days before the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of Ordinary Shares on the trading venue where the purchase price is carried out;

d.   the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the annual general meeting of the Company to be held in 2025 or, if earlier, the date falling eighteen months from the passing of these resolutions;

e.   the Company may make a contract to purchase its own Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of its own Ordinary Shares in pursuance of any such contract; and

f.    any Ordinary Share acquired by the Company pursuant to the above authority may, subject to the requirements of the Law, be held as a treasury share in accordance with the Law or be cancelled by the Company.

Resolution 15 - Special Resolution

THAT the Directors of the Company from time to time (the "Board") be and are hereby generally empowered in accordance with Article 39.4 of the articles of incorporation (in substitution for the existing power and authority granted at the Company's Annual General Meeting held in 2023, but in addition to and without prejudice to any other existing power and authority to allot shares granted to the Board), to allot up to the aggregate number of Ordinary Shares as represent 9.99 per cent. of the number of Ordinary Shares already admitted to trading on the London Stock Exchange's main market for listed securities immediately following the passing of this resolution as if the pre-emption provisions contained in Article 39.1 of the articles of incorporation did not apply to any such allotment, provided that this power shall (unless previously revoked, varied or renewed by the Company) expire on the conclusion of the Annual General Meeting of the Company) to be held in 2025, save that the Company may make prior to such expiry any offer or agreement which would or might require shares to be allotted after expiry of such period and the Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the authority given by this resolution.

The Company notes that a greater than 20% vote was registered against the re-appointment of Mr Giles Frost and therefore, in accordance with the Association of Investment Companies' Code of Corporate Governance and the UK Corporate Governance Code, it will consult with shareholders and report within six months of the AGM.

This announcement is made in accordance with Listing Rule 9.6.11R.

Committee Changes

Following the conclusion of the AGM and in line with the ongoing periodic rotation of Board Responsibilities, the following Committee changes took place effective today:

• Stephanie Coxon was appointed as the Chair of the Audit and Risk Committee;
• ​Meriel Lenfestey was appointed as the Chair of the Environmental, Social and Governance Committee;
• ​Julia Bond was appointed as the Chair of the Management and Engagement Committee; and,
• ​Sally-Ann David was appointed as the Chair of the Nomination and Remuneration Committee.

As announced on 19 April 2024, Giles Adu will join the Board of the Company as a non-executive Director with effect from 1 September 2024 and has also been appointed to each of the Company's Committees with effect from the same date.

Enquiries:

Erica Sibree/Amy Edwards Amber Fund Management Limited	[phone]/[phone]
Hugh Jonathan Numis Securities	[phone]
Ed Berry/Mitch Barltrop FTI Consulting	[phone]/ [phone]

About International Public Partnerships (INPP):

INPP is a listed infrastructure investment company that invests in global public infrastructure projects and businesses, which meet societal and environmental needs, both now, and into the future.

INPP is a responsible, long-term investor in over 140 infrastructure projects and businesses. The portfolio consists of utility and transmission, transport, education, health, justice and digital infrastructure projects and businesses, in the UK, Europe, Australia, New Zealand and North America. INPP seeks to provide its shareholders with both a long-term yield and capital growth.

Amber is the Investment Adviser to INPP and consists of approximately 180 staff who are responsible for the management and origination of infrastructure investments.

Visit the INPP website at www.internationalpublicpartnerships.com for more information.

 

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