Result of AGM

RNS Number : 6581E

HICL Infrastructure Company Ld

20 July 2016

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 19 July 2016 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 2016.

The Chairman reported that the following votes had been received:

For	590,462,564	98.10
Against	11,463,821	1.90
Withheld	22,570

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 2016 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	601,856,064	99.99
Against	58,152	0.01
Withheld	42,909

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	601,912,555	100.00
Against	1,661	0.00
Withheld	42,909

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 Frank Nelson as a Director.

The Chairman reported that the following votes had been received:

For	601,914,216	100.00
Against	0	0.00
Withheld	42,909

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 be re-elected as a Director.

5. ORDINARY RESOLUTION

Election of Director

To re-elect Christopher Russell as a Director.

The Chairman reported that the following votes had been received:

For	601,857,725	99.99
Against	56,491	0.01
Withheld	42,909

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.

6. 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	601,905,246	100.00
Against	8,970	0.00
Withheld	42,909

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.

7. ORDINARY RESOLUTION

Re-election of Director

To elect Simon Holden as a Director.

The Chairman reported that the following votes had been received:

For	601,900,026	100.00
Against	1,500	0.00
Withheld	42,909

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 Simon Holden be elected as a Director.

8. ORDINARY RESOLUTION

Directors Remuneration

To approve the Directors' Remuneration Report (as set out in the Annual Report) including the proposed remuneration payable for the year ending 31 March 2017.

The Chairman reported that the following votes had been received:

For	590,412,236	98.09
Against	11,519,963	1.91
Withheld	29,418

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 (as set out in the Annual Report) including the proposed remuneration payable for the year ending 31 March 2017, as set out in the Annual Report.

9. 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	590,547,964	98.11
Against	11,382,046	1.89
Withheld	30,554

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.

10. 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	601,928,876	100.00
Against	29,864	0.00
Withheld	1,824

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

11. 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	601,913,993	100.00
Against	25,713	0.00
Withheld	11,475

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.

12. 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 reported that the following votes had been received:

For	601,833,118	99.98
Against	108,183	0.02
Withheld	22,570

IT WAS RESOLVED 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.

13. SPECIAL RESOLUTION

Waiver of pre-emption

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 21 July 2015, 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.

The Chairman advised that the following votes had been received:

For	600,973,885	99.85
Against	932,434	0.15
Withheld	55,552

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 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 21 July 2015, 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.

14. SPECIAL RESOLUTION

Adoption of new Articles

To adopt the new Articles of Incorporation of the Company in substitution for and to the exclusion of the existing Articles of Incorporation of the Company.

The Chairman advised that the following votes had been received:

For	558,961,916	95.21
Against	28,131,500	4.79
Withheld	14,868,455

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 adopt the new Articles of Incorporation of the Company in substitution for and to the exclusion of the existing Articles of Incorporation of the Company.