Result of AGM - Replacement

RNS Number : 6905T

HICL Infrastructure Company Ld

21 July 2015

 



Replacement of RNS Number: 6866T

Date of RNS changed to 2015

21 July 2015

HICL Infrastructure Company Limited (the "Company")

Result of the Annual General Meeting

The Board of the Company is pleased to announce that the resolutions put to shareholders at the Annual General Meeting of the Company held on 21 July 2015 were passed.  The details of the resolutions are as follows: 

1. ORDINARY RESOLUTION	Report and Accounts To receive and consider the audited accounts, the Directors' report and the Auditors' report for the year ended 31 March 2015. The Chairman reported that the following votes had been received: For 526,952,742 98.58% Against 7,602,954 1.42% Withheld Nil Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that the audited accounts, the Directors' report and the Auditors' report for the year ended 31 March 2015 be received and adopted.
2. ORDINARY RESOLUTION	Re-election of Director To re-elect Sarah Evans as a Director The Chairman reported that the following votes had been received: For 534,236,390 99.95% Against 267,399 0.05% Withheld 51,907 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Sarah Evans be re-elected as a Director.
3. ORDINARY RESOLUTION	Re-election of Director To re-elect Sally-Ann Farnon as a Director. The Chairman reported that the following votes had been received: For 534,488,940 100.00% Against 12,849 0.00% Withheld 53,907 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Sally-Ann Farnon be re-elected as a Director.
4. ORDINARY RESOLUTION	Re-election of Director To re-elect John Hallam as a Director. The Chairman reported that the following votes had been received: For 526,884,283 98.57% Against 7,617,506 1.43% Withheld 53,907 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that John Hallam be re-elected as a Director.
5. ORDINARY RESOLUTION	Election of Director To elect Frank Nelson as a Director. The Chairman reported that the following votes had been received: For 534,492,535 100.00% Against 7,254 0.00% Withheld 55,907 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Frank Nelson is elected as a Director.
6. ORDINARY RESOLUTION	Re-election of Director To re-elect Graham Picken as a Director. The Chairman reported that the following votes had been received: For 531,918,053 99.52% Against 2,559,986 0.48% Withheld 77,657 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Graham Picken be re-elected as a Director.
7. ORDINARY RESOLUTION	Re-election of Director To re-elect Christopher Russell as a Director. The Chairman reported that the following votes had been received: For 534,489,497 100.00% Against 5,292 0.00% Withheld 60,907 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Christopher Russell be re-elected as a Director.
8. ORDINARY RESOLUTION	Re-election of Director To re-elect Ian Russell as a Director. The Chairman reported that the following votes had been received: For 534,468,513 99.99% Against 31,276 0.01% Withheld 55,907 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Ian Russell be re-elected as a Director.
9. ORDINARY RESOLUTION	Directors Remuneration To approve the Directors' remuneration report including the proposed annual remuneration of each Director for routine business of the Company, for the year ended 31 March 2016, as set out in the Annual Report. The Chairman reported that the following votes had been received: For 526,728,844 98.55% Against 7,752,841 1.45% Withheld 74,011 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED to approve the Directors' remuneration report including the proposed annual remuneration of each Director for routine business of the Company, for the year ended 31 March 2016, as set out in the Annual Report.
10. ORDINARY RESOLUTION	Re-appointment of Auditors That KPMG Channel Islands Limited be re-appointed as auditors of the Company. The Chairman reported that the following votes had been received: For 527,643,185 99.98% Against 87,229 0.02% Withheld 6,825,282 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that KPMG Channel Islands Limited be re-appointed as auditors of the Company.
11. ORDINARY RESOLUTION	Remuneration of Auditors That the Directors be authorised to agree the remuneration of the auditors. The Chairman reported that the following votes had been received: For 534,505,423 100.00% Against 9,263 0.00% Withheld 41,010 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that the Directors be authorised to agree the remuneration of the auditors.
SPECIAL BUSINESS
12. SPECIAL RESOLUTION	Annual Remuneration Cap To approve the proposed increase in the Directors' aggregate annual remuneration cap from £350,000 to £450,000, with effect from 1 April 2015. The Chairman reported that the following votes had been received: For 526,533,724 98.52% Against 7,928,450 1.48% Withheld 93,522 Nil IT WAS RESOLVED that the proposed increase in the Directors' aggregate annual remuneration cap from £350,000 to £450,000, with effect from 1 April 2015 be approved.
13. SPECIAL RESOLUTION	Annual Remuneration Cap To re-approve the partial disapplication of the pre-emption rights under Article 9 of the Company's Articles of Incorporation, which was approved at the AGM held on 22 July 2014, thereby giving the Directors the power to allot and issue up to 10.0 per cent. of the Ordinary Shares at a premium to current net asset value per share by way of tap issues. The Chairman reported that the following votes had been received: For 534,309,156 99.97% Against 179,742 0.03% Withheld 66,798 Nil IT WAS RESOLVED the partial disapplication of the pre-emption rights under Article 9 of the Company's Articles of Incorporation, which was approved at the AGM held on 22 July 2014, thereby giving the Directors the power to allot and issue up to 10.0 per cent. of the Ordinary Shares at a premium to current net asset value per share by way of tap issues be approved. .
14. ORDINARY RESOLUTION	Dividend Option That the Board may, in respect of 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, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such financial period or periods. The Chairman reported that the following votes had been received: For 534,518,254 100.00% Against 25,967 0.00% Withheld 11,475 Nil IT WAS RESOLVED that the Board may, in respect of 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, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such financial period or periods.
15.  ORDINARY RESOLUTION	Market Acquisitions To authorise the Company to make market acquisitions of up to 14.99 per cent. of its own issued Ordinary Shares and to make or arrange tender offers for up to 15 per cent. of its own issued Ordinary Shares. The Chairman advised that the following votes had been received: For 534,437,073 99.98% Against 92,336 0.02% Withheld 26,287 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED the Company be authorised to make market acquisitions of up to 14.99 per cent. of its own issued Ordinary Shares and to make or arrange tender offers for up to 15 per cent. of its own issued Ordinary Shares.

For further information, please contact:

Chris Copperwaite Dexion Capital (Guernsey) Limited Company Secretary

+ 44 (0) 1481 743940

 

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