Result of AGM

RNS Number : 2691X

Renewables Infrastructure Grp (The)

04 May 2016

The Renewables Infrastructure Group Limited (the "Company")

Result of Annual General Meeting

The Board of the Company is pleased to announce the results of the resolutions put to shareholders at the Annual General Meeting held on Wednesday 4 May 2016 as follows:

ORDINARY BUSINESS

ORDINARY RESOLUTION 1

TO receive and consider the audited accounts, the Directors' report and the Auditors' report for the year ended 31 December 2015:

	Nominal	Percentage
In Favour	435,010,674	100.00
Against	2,483	0.00
Withheld	13,868	N/A

Result: PASSED

A vote withheld is not a vote in law and cannot be counted in the calculation of the proportion of the votes for or against a resolution. Discretionary votes were voted in favour of each resolution.

ORDINARY RESOLUTION 2

TO re-elect Helen Mahy as a Director:

	Nominal	Percentage
In Favour	432,902,905	99.51
Against	2,110,252	0.49
Withheld	13,868	N/A

Result: PASSED

ORDINARY RESOLUTION 3

TO re-elect Jon Bridel as a Director:

	Nominal	Percentage
In Favour	432,902,905	99.51
Against	2,110,252	0.49
Withheld	13,868	N/A

Result: PASSED

ORDINARY RESOLUTION 4

TO re-elect Klaus Hammer as a Director:

	Nominal	Percentage
In Favour	435,013,157	100.00
Against	0	0.00
Withheld	13,868	N/A

Result: PASSED

ORDINARY RESOLUTION 5

TO re-elect Shelagh Mason as a Director:

	Nominal	Percentage
In Favour	435,004,755	100.00
Against	8,402	0.00
Withheld	13,868	N/A

Result: PASSED

ORDINARY RESOLUTION 6

THAT Deloitte LLP be re-appointed as auditors of the Company:

	Nominal	Percentage
In Favour	434,972,393	99.99
Against	40,764	0.01
Withheld	13,868	N/A

Result: PASSED

ORDINARY RESOLUTION 7

THAT the Directors be authorised to agree the remuneration of the auditors:

	Nominal	Percentage
In Favour	434,996,508	100.00
Against	16,649	0.00
Withheld	13,868	N/A

Result: PASSED

ORDINARY RESOLUTION 8

TO approve the Directors' remuneration report including the remuneration policy as set out in the Annual Report:

	Nominal	Percentage
In Favour	434,452,343	99.99
Against	38,422	0.01
Withheld	536,260	N/A

Result: PASSED

ORDINARY RESOLUTION 9

TO approve the proposed annual remuneration for routine business for each Director, as set out in the Annual Report and Financial Statements, for the year ending 31 December 2016:

	Nominal	Percentage
In Favour	434,426,694	99.99
Against	54,071	0.01
Withheld	546,260	N/A

Result: PASSED

ORDINARY RESOLUTION 10

TO approve the Company's dividend policy for the year ending 31 December 2016:

	Nominal	Percentage
In Favour	435,013,157	100.00
Against	0	0.00
Withheld	13,868	N/A

Result: PASSED

SPECIAL BUSINESS

ORDINARY RESOLUTION 11

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, PROVIDED THAT:

(i) the maximum number of Ordinary Shares authorised to be acquired is 14.99 per cent. of the Ordinary Shares in issue on the date of this resolution (excluding treasury shares);

(ii) the minimum price (exclusive of expenses) which may be paid for any Ordinary Share is 0.01p;

(iii) the maximum price (exclusive of expenses) which may be paid for any Ordinary Share is the amount equal to the higher of (i) 105 per cent. of the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is acquired (ii) the price of the last independent trade and (iii) the highest current independent bid at the time of acquisition;

(iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the date falling 18 months after the passing of this resolution or at the conclusion of the next annual general meeting of the Company, whichever is the earlier; and

(v) 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:

	Nominal	Percentage
In Favour	435,015,814	100.00
Against	9,021	0.00
Withheld	2,190	N/A

Result: PASSED

ORDINARY RESOLUTION 12

THAT the Company's investment policy be amended by increasing the limit on investments in energy technologies other than onshore wind and solar PV (or in infrastructure that is complementary to, or supports the roll-out of renewable energy generation) from 10 per cent. to 20 per cent. of the Company's portfolio value at the time of investment:

	Nominal	Percentage
In Favour	432,862,225	100.00
Against	0	0.00
Withheld	2,164,800	N/A

Result: PASSED

SPECIAL RESOLUTION 13

THAT the Directors be, and hereby are, empowered to allot (or sell Ordinary Shares held as treasury shares) up to 10 per cent. of the Ordinary Shares of the Company in issue as at the date of this resolution, in each case for cash as if Article 7 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 of passing of this resolution 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:

	Nominal	Percentage
In Favour	434,959,402	99.99
Against	41,565	0.01
Withheld	26,058	N/A

Result: PASSED

SPECIAL RESOLUTION 14

TO approve the proposed increase in the Directors' aggregate remuneration cap from £250,000 to £350,000, effective from 4 May 2016:

	Nominal	Percentage
In Favour	407,188,758	99.96
Against	159,152	0.04
Withheld	27,679,115	N/A

Result: PASSED

SPECIAL RESOLUTION 15

THAT the regulations contained in the document signed for the purposes of identification by the Chairman be and are hereby approved and adopted as the new Articles of Incorporation of the Company in substitution for and to the exclusion of the existing Articles of Incorporation of the Company:

	Nominal	Percentage
In Favour	251,140,083	58.27
Against	179,824,259	41.73
Withheld	4,062,683	N/A

Result: NOT PASSED

The special resolution, which required a 75% majority vote, concerned amendments to update the Company's Articles of Incorporation in line with the latest changes to Guernsey's Companies Law (such as no longer requiring a company to seek shareholder authority in order to issue shares, which previously under Guernsey law needed to be sought at least every five years) and to bring them in line with market practice. The Board confirms that the amendments to the Articles proposed under this resolution are not required to be implemented for the Company to be able to manage its business or to implement the Share Issuance Programme (including the Initial Issue) announced recently. The Board will take into account Shareholders' concerns on this Resolution before proposing changes to the Articles in the future.

In accordance with Listing Rule 9.6.2, a copy of the special resolutions set out above has been forwarded to the National Storage Mechanism.

For further information, please contact:

Christopher Copperwaite

Fidante Partners (Guernsey) Limited

+44 (0)1481 743940

This information is provided by RNS

The company news service from the London Stock Exchange

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