Results of Annual General Meeting

RNS Number : 0450D

Custodian REIT PLC

23 January 2015

 

23 January 2015

Custodian REIT plc

("Custodian REIT" or the "Company")

Results of Annual General Meeting

Custodian REIT (LSE: CREI), the UK property investment company, is pleased to announce that following the Annual General Meeting of the Company, which was held on 21 January 2014, all 12 resolutions proposed at the meeting were passed.  A summary of the results of the poll on each resolution is set out below:

Resolution	Total votes validly cast		Votes for	Votes against	Votes withheld1
	Number	% of issued ordinary share capital2
1.  THAT the Company's annual accounts for the period from 27 January 2014 to 24 March 2014, together with the reports of the directors and auditor of the Company thereon, be received and adopted.	31,362,811	20.12	31,304,682	58,129	0
2.  TO approve the directors' remuneration policy, set out on page 7 of the directors' remuneration report, which takes effect immediately after the end of the annual general meeting at which this resolution is proposed.	31,362,811	20.12	30,909,472	451,339	2,000
3.  TO approve the directors' remuneration report (excluding the directors' remuneration policy, set out on page 7 of the directors' remuneration report) for the period ended 24 March 2014.	31,362,811	20.12	30,909,472	451,339	2,000
4.  THAT David Ian Hunter be re-elected as a director.	31,362,811	20.12	31,362,811	0	0
5.  THAT Barry Gordon Gilbertson be re-elected as a director.	31,362,811	20.12	31,362,811	0	0
6.  THAT Ian Thomas Mattioli be re-elected as a director.	31,362,811	20.12	31,266,094	96,717	0
7.  THAT Matthew Wadman John Thorne be re-elected as a director.	31,362,811	20.12	31,362,811	0	0
8.  THAT Deloitte LLP be re-appointed as auditor to the Company until the conclusion of the next annual general meeting of the Company.	31,362,811	20.12	30,404,761	728,129	229,921
9.  THAT the directors be authorised to agree and fix the auditor's remuneration.	31,362,811	20.12	31,362,811	0	0
10.  THAT, in accordance with the provisions of section 551 of the Companies Act 2006 (the "Act"), the directors of the Company be and are hereby generally and unconditionally authorised (in substitution for all previous authorities conferred upon the directors of the Company pursuant to section 551 of the Act but without prejudice to the allotment of any shares or grant of rights already made or offered or agreed to be made pursuant to such authorities) to exercise all or any of the powers of the Company to allot or grant rights to subscribe for or to convert any security into shares of up to an aggregate nominal value equal to £1,441,443.41 (equivalent to 144,144,341 ordinary shares of £0.01 each in the capital of the Company), to such persons at such times and generally on such terms and conditions as the directors of the Company may determine (subject always to the articles of association of the Company) provided that this authority, unless it is (prior to its expiry) duly revoked or varied or renewed, shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the passing of this resolution, save that the directors of the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after such expiry and the directors of the Company may allot shares or grant such rights in pursuance of such offer or agreement as if the authority conferred hereby had not expired.	31,362,811	20.12	30,352,943	306,004	703,864
SPECIAL BUSINESS
11.  THAT, subject to and conditional upon the passing of the resolution numbered 10 in the notice convening the meeting at which this resolution is proposed (the "Notice") and in substitution for all existing and unexercised authorities and powers, the directors of the Company be empowered pursuant to section 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) pursuant to the authority conferred upon them by the resolution numbered 10 in the Notice as if section 561 of the Act did not apply to any such allotment provided that this authority and power shall be limited to: (a) the allotment of equity securities (other than pursuant to paragraph (b) below) up to an aggregate nominal amount equal to £1,441,443.41 (equivalent to 144,144,341 ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares")); and (b) the allotment of equity securities in connection with a rights issue, open offer or other offer of securities in favour of the holders of Ordinary Shares on the register of members at such record dates as the directors of the Company may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the holders of Ordinary Shares are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares in the Company held or deemed to be held by them on any such record dates (which shall include the allotment of equity securities to any underwriter in respect of such issue or offer), subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatever; provided that this authority and power shall expire at the conclusion of the next annual general meeting or, if earlier, 15 months after the passing of this resolution, save that the Company may, before the expiry of such period, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.	31,362,811	20.12	30,295,155	1,065,656	2,000
12.  THAT a general meeting, other than an annual general, may be called on not less than 14 clear days' notice.	31,362,811	20.12	31,250,170	112,641	0

1 A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution

2 The number of ordinary shares in issue at 9.00 a.m. on 21 January 2015 was 155,855,659

The full text of all of the resolutions can be found in the Notice of Annual General Meeting which is available for viewing at the National Storage Mechanism (which can be located at www.morningstar.co.uk/uk/NSM) and at the Company's website, www.custodianreit.com.

A copy of those resolutions passed at the meeting as special business has also been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

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