Result of AGM and Retirement of Directors

RNS Number : 7904U

Sequoia Economic Infra Inc Fd Ld

03 August 2022

 

3 August 2022

Sequoia Economic Infrastructure Income Fund Limited

 (the "Company")

Result of Annual General Meeting and Retirement of Non-Executive Directors

The Company is pleased to announce that at the Annual General Meeting (the "AGM") of the Company held at 10.00am today, 3 August 2022, each of the proposed resolutions were duly passed by a poll .

As previously disclosed in the Company's Annual Report and Accounts for the year ended 31 March 2022, in accordance with the Board's succession planning arrangements, Mr Jan Pethick and Mr Jon Bridel did not stand for re-election at the AGM and have retired as non-executive directors of the Company effective today. The Board wishes to express its sincere thanks to Mr Pethick and Mr Bridel for their invaluable contribution to the Board since the Company's launch in 2015.

The number of shares voted in person or by proxy on the resolutions proposed at the AGM, of which resolutions 1 to 12 were proposed as ordinary resolutions and resolutions 13 to 15 were proposed as special resolutions, were as follows:

1.  To receive the Financial Statements and Directors' Report for the year ended 31 March 2022.

1,203,225,841 votes were in favour of the resolution (98.23% of votes cast) and 21,697,510 votes were against (1.77% of votes cast). 11,054 votes were withheld.

2.  To approve the Directors' Remuneration Report for the year ended 31 March 2022.

1,224,609,663 votes were in favour of the resolution (99.99% of votes cast) and 145,946 votes were against (0.01% of votes cast). 178,796 votes were withheld.

3.  THAT Robert Jennings be re-elected as a director of the Company.

1,224,651,159 votes were in favour of the resolution (99.99% of votes cast) and 87,412 votes were against (0.01% of votes cast). 195,834 votes were withheld.

4.  THAT Sandra Platts be re-elected as a director of the Company.

1,224,701,259 votes were in favour of the resolution (100.00% of votes cast) and 57,112 votes were against (0.00% of votes cast). 176,034 votes were withheld.

5.   THAT Mrs Sarika Patel be re-elected as a director of the Company

1,224,701,259 votes were in favour of the resolution (100.00% of votes cast) and 57,112 votes were against (0.00% of votes cast). 176,034 votes were withheld.

6.  THAT Mr James Stewart be elected as a director of the Company.

1,224,671,159 votes were in favour of the resolution (99.99% of votes cast) and 87,212 votes were against (0.01% of votes cast). 176,034 votes were withheld.

7.  THAT Mr Timothy Drayson be elected as a director of the Company.

1,224,671,159 votes were in favour of the resolution (99.99% of votes cast) and 87,212 votes were against (0.01% of votes cast). 176,034 votes were withheld.

8.  THAT Grant Thornton Limited, who have indicated their willingness to continue in office, be re-appointed as auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the Company.

1,224,725,190 votes were in favour of the resolution (99.99% of votes cast) and 67,443 votes were against (0.01% of votes cast). 141,772 votes were withheld.

9.  THAT the Directors be authorised to determine the remuneration of the auditors for their next period of office.

1,224,743,205 votes were in favour of the resolution (100.00% of votes cast) and 58,013 votes were against (0.00% of votes cast). 133,187 votes were withheld.

10.  To approve the Company's dividend policy set out in the prospectus published by the Company on 10 February 2020.

1,224,918,107 votes were in favour of the resolution (100.00% of votes cast) and 5,244 votes were against (0.00% of votes cast). 11,054 votes were withheld.

11.  THAT in accordance with Article 31A of the Articles, the Directors be and are hereby authorised to offer to any holders of Ordinary Shares (excluding any member holding Ordinary Shares as treasury shares) the right to elect to receive Ordinary Shares credited as fully paid, instead of cash in respect of the whole (or some part to be determined by the Directors) of all or any dividends declared or paid during the period from the date hereof and ending prior to the date of the annual general meeting of the Company to be held in 2024, on such terms as the Directors may determine.

1,224,805,229 votes were in favour of the resolution (99.99% of votes cast) and 96,544 votes were against (0.01% of votes cast). 32,632 votes were withheld.

12.  THAT pursuant to article 25.1 of the Articles, the limit on the aggregate remuneration payable to the  directors for their services be increased from £350,000 to £500,000 per annum.

1,171,782,840 votes were in favour of the resolution (98.15% of votes cast) and 22,096,020 votes were against (1.85% of votes cast). 31,055,545 votes were withheld.

13.  THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") to make market acquisitions (as defined in the Law) of its Ordinary Shares, provided that:

a.  the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is such number as represents 14.99% of the Ordinary Shares in issue immediately following the passing of this resolution;

b.  the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence;

c.  the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of (i) 5% above the average market value of an Ordinary Share for the five business days prior to the day the purchase is made and (ii) the value of an Ordinary Share calculated on the basis of the higher of the price quoted for the last independent trade and the highest independent bid for any number of the Ordinary Shares on the trading venue where the purchase is carried out;

d.  the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2023 or 18 months from the date of this resolution, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time; and

e.  the Company may make a contract to purchase 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 expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract.

1,224,916,974 votes were in favour of the resolution (100.00% of votes cast) and 5,244 votes were against (0.00% of votes cast). 12,187 votes were withheld.

14.  THAT in substitution for all existing authorities to disapply pre-emption rights pursuant to the special resolution of the Company dated 4 August 2021 the Directors be and are hereby authorised to allot and issue (or sell from treasury) equity securities (within the meaning of the Articles) for cash, as if Article 5.1 of the Articles did not apply to any such allotment and issue, up to an aggregate amount not exceeding 10% of the Ordinary Shares in issue immediately following the passing of this resolution; provided that this authority shall expire at the conclusion of the next annual general meeting of the Company to be held in 2023 unless such authority is renewed, varied or revoked by the Company, save that the Company may prior to the expiry of such period make any offer or agreement which would or might require such shares to be issued (or sold from treasury) or rights to be granted after such expiry and the Directors may issue (or sell from treasury) such shares (or to grant rights to subscribe for or to convert any securities into shares) in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.

1,176,692,952 votes were in favour of the resolution (96.06% of votes cast) and 48,202,959 votes were against (3.94% of votes cast). 38,494 votes were withheld.

15.  THAT the final sentence of Article 29.3 of the Articles be deleted in its entirety and replaced with the following sentence: "A meeting of directors conducted in accordance with this provision shall be deemed to be held in the place where the directors present at such meeting determine by resolution, in the absence of which the meeting will be deemed to be held in the place where the chairman of the meeting is present."

1,224,652,302 votes were in favour of the resolution (99.99% of votes cast) and 77,929 votes were against (0.01% of votes cast). 204,174 votes were withheld.

Note - a vote withheld is not a vote in law and has not been counted in the votes for and against a resolution. 

For further information please contact:

Sequoia Investment Management Company Steve Cook Dolf Kohnhorst Randall Sandstrom Greg Taylor Anurag Gupta	[phone]
Jefferies International Limited (Corporate Broker & Financial Adviser) Neil Winward Gaudi Le Roux	[phone]
Tulchan Communications (Financial PR) Martin Pengelley Elizabeth Snow	[phone]
Sanne Fund Services Limited (Company Secretary) Matt Falla Katrina Rowe	[phone]

About Sequoia Economic Infrastructure Income Fund Limited

The Company seeks to provide investors with regular, sustained, long-term distributions and capital appreciation from a diversified portfolio of senior and subordinated economic infrastructure debt investments. The Company is advised by Sequoia Investment Management Company Limited.

LEI: 2138006OW12FQHJ6PX91

 

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