Result of AGM and Board Committee changes

City of London Investment Group PLC

23 October 2023

 

City of London Investment Group PLC

23 October 2023

City of London Investment Group plc

("City of London" or the "Company")

Result of Annual General Meeting

and

Board Committee changes

City of London announces that, at the Annual General Meeting ("AGM") of the Company held on 23 October 2023:

●             Resolutions 1 to 12 as set out in the Notice of AGM dated 15 September 2023 were passed; and

●             Resolutions 13 to 16 set out in the Notice of AGM dated 15 September 2023 were not passed,

following a poll on each resolution.

Resolutions 1 to 11 were proposed as Ordinary Resolutions and resolutions 12 to 16 were proposed as Special Resolutions.

The Board notes that, in relation to Resolutions 5 to 8, 11 and 13 to 16, the Company received less than 80% approval. The Board notes that a recent advisory report published by ISS, relating to the Company's proposed resolutions at the AGM, recommended voting in favour of all resolutions without exception. Notwithstanding this report, the Board notes with disappointment the opposition to a number of the resolutions tabled at the AGM primarily from a single shareholder and commits to further consultation, therefore, with a view to providing an update within six months, as required by the UK Corporate Governance Code.

Resolutions 13 to 16, which were not passed, sought authority (i) to disapply pre-emption rights on the issue of a limited number of new shares, (ii) to undertake market purchases of the Company's shares and (iii) to call a general meeting, other than an AGM on not less than 14 clear days' notice. The Board does not currently expect this to have an impact on the Company or its business.

The table below details votes cast on each resolution.

	Votes For	%	Votes Against	%	Total Votes (excluding withheld)	Votes Withheld	% of Issued Share Capital Voted
Ordinary Resolutions
Resolution 1: To receive the Directors' report and accounts	18,984,407	95.88%	814,913	4.12%	19,799,320	811,668	39.07%
Resolution 2: To approve the Directors' Remuneration Report	18,331,222	93.59%	1,256,199	6.41%	19,587,421	981,201	38.65%
Resolution 3: To declare a final dividend of 22p per Ordinary Share of 1p each in the Company ("Ordinary Shares"), payable on 27 October 2023	19,772,238	95.02%	1,036,586	4.98%	20,808,824	4,000	41.06%
Resolution 4: To re-elect Thomas Griffith as a Director	13,481,724	82.32%	2,896,252	17.68%	16,377,976	15,250,989	32.32%
Resolution 5: To re-elect Rian Dartnell as a Director	12,099,650	60.10%	8,033,016	39.90%	20,132,666	544,970	39.73%
Resolution 6: To re-elect Tazim Essani as a Director	12,424,782	61.71%	7,707,884	38.29%	20,132,666	544,970	39.73%
Resolution 7: To re-elect Peter Roth as a Director	12,503,467	62.10%	7,629,657	37.90%	20,133,124	544,603	39.73%
Resolution 8: To re-elect Jane Stabile as a Director	12,503,731	62.10%	7,629,723	37.90%	20,133,454	544,339	39.73%
Resolution 9: To re-appoint RSM UK Audit LLP as auditors of the Company	18,870,022	92.07%	1,625,091	7.93%	20,495,113	254,989	40.44%
Resolution 10: To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors	18,864,765	92.05%	1,630,348	7.95%	20,495,113	254,989	40.44%
Resolution 11: To authorise the Directors to allot shares	11,590,079	55.73%	9,208,340	44.27%	20,798,419	12,325	41.04%
Special Resolutions
Resolution 12: To authorise the Employee Benefit Trust to hold Ordinary Shares up to a maximum aggregate of 10% of the issued Ordinary Share capital of the Company	16,827,484	80.90%	3,972,516	19.10%	20,800,000	11,060	41.04%
Resolution 13: Authority to disapply rep-emption rights	11,532,209	55.47%	9,256,173	44.53%	20,788,382	20,355	41.02%
Resolution 14: Additional authority to disapply pre-emption rights	11,567,427	55.61%	9,232,874	44.39%	20,800,301	10,819	41.04%
Resolution 15: To authorise the Company to make market purchases of Ordinary Shares	11,651,135	56.00%	9,153,471	44.00%	20,804,606	7,375	41.05%
Resolution 16: To authorise the Directors to call a general meeting, other than an AGM, on not less than 14 clear days' notice	12,790,024	61.48%	8,014,582	38.52%	20,804,606	7,375	41.05%

Notes: 

1)    Following the completion of the merger with Karpus Management, Inc. on 1 October 2020, the Company has a "Controlling Shareholder Group", which has agreed to limit their voting rights to the lower of: (i) the number of shares held by them; and (ii) 24.99 per cent. of the votes cast on any resolution by all shareholders. The Controlling Shareholder Group cast votes in excess of 24.99 per cent. of the votes cast on the resolutions by all shareholders and, accordingly, the number of votes stated above as being cast "in favour", "against" and those "withheld" have been reduced accordingly.

2)    The total number of Ordinary Shares of 1p each in the Company in issue at close of business on 19 October 2023 and the number used for the percentage of issued share capital voted was 50,679,095.

3)    The percentage of issued share capital voted calculation uses total votes cast (including votes withheld) as adjusted per the Controlling Shareholder Group calculation detailed in point 1, above.

4)    The votes "for" include those giving the Chair of the AGM discretion.

5)    Votes "for" and "against" are expressed as a percentage of the number in the total votes cast column (excluding votes withheld).

6)    The percentages above are rounded to two decimal places.

7)    A vote withheld is not a vote in law and is not counted in the calculation of votes "for" or "against" a resolution.

Resolutions 5, 6, 7 and 8 related to the re-election of the Independent Directors. Under the Listing Rules, because the Controlling Shareholder Group together control in concert more than 30 per cent. of the voting rights of the Company (even though they have agreed to limit their voting rights as stated above), the re-election of an Independent Director by shareholders must be approved by a majority of both: (i) the shareholders of the Company; and (ii) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Independent Directors who are not part of the Controlling Shareholder Group). The Company has separately counted the number of votes cast by the independent shareholders in favour of resolutions 5, 6, 7 and 8 and has determined that, in each case, the second threshold referred to in (ii) above has also been met. Notes 4 to 7 above also apply to the following table.

Resolution	Votes For	%	Votes Against	%	Votes Total (excluding withheld)	Votes Withheld
Resolution 5: To re-appoint Rian Dartnell as a Director	12,099,650	96.71%	411,166	3.29%	12,510,816	544,970
Resolution 6: To re-appoint Tazim Essani as a Director	12,424,782	99.94%	7,786	0.06%	12,432,568	544,970
Resolution 7: To re-appoint Peter Roth as a Director	12,503,467	99.94%	7,716	0.06%	12,511,183	544,603
Resolution 8: To re-appoint Jane Stabile as a Director	12,503,731	99.94%	7,716	0.06%	12,511,447	544,339

 In accordance with Listing Rule 9.6.2R, copies of the resolutions comprising special business have been made available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

City of London also announces the following changes in composition within the Board's Committees following the re-election of Rian Dartnell at the AGM and his appointment as Chair:

·    Rian Dartnell shall step down as Chair of the Remuneration Committee and cease to be a member of the Audit & Risk Committee; and

·    Tazim Essani shall become Chair of the Remuneration Committee.

These changes were both subject to both Rian Dartnell and Tazim Essani being re-elected as Directors of the Company at the AGM and shall take immediate effect. 

For further information, please visit http://www.clig.co.uk/ or contact:

Tom Griffith, CEO

City of London Investment Group PLC

Tel: [phone]

Martin Green, James Hornigold

Zeus Capital Limited

Financial Adviser & Broker

Tel: [phone]

 

END