Results of the Annual General Meeting

Geiger Counter Ltd

05 March 2025

 

5 March 2025

GEIGER COUNTER LIMITED
(THE "COMPANY")

Results of the Annual General Meeting

Geiger Counter Limited held its Annual General Meeting on the 5 March 2025 at Ordnance House, 31 Pier Road, St Helier, Jersey.

The Chairman of the AGM reports that all ordinary resolutions, each as listed in the notice of annual general meeting distributed in December 2024, were passed by the members:

1.    To receive and adopt the Report of the Directors and the financial statements of the Company for the year ended 30 September 2024, together with the auditor's report thereon.

§ 27 votes in favour of the resolution representing 40,450,681 shares;

§ 5 votes against representing 1,026,050 shares;

§ 8 votes withheld representing 720,166.

2.    That KPMG Channel Islands Limited, Chartered Accountants, be re-appointed as Auditor and that the Directors be authorised to determine their remuneration.

§ 26 votes in favour of the resolution representing 40,356,361 shares;

§ 9 votes against representing 1,082,745 shares;

§ 9 votes withheld representing 757,791 shares.

3.    To approve the Directors' Remuneration Report for the year ended 30 September 2024.

§ 25 votes in favour of the resolution representing 26,825,896 shares;

§ 12 votes against representing 14,617,091 shares;

§ 9 votes withheld representing 753,910 shares.

4.    That, pursuant to article 46.1 of the Articles of Association of the Company ("the Articles"), the Directors shall extend the life of the Company from the sixteenth anniversary of the First Closing Date until the next annual general meeting of the Company, when a further extension will be sought.

§ 31 votes in favour of the resolution representing 26,896,215 shares;

§ 11 votes against representing 15,971,592 shares;

§ 2 votes withheld representing 138,749 shares.

5.    That ordinary shares (the "new shares") may be issued by the Company in one or more tranches over a period from the date of the AGM to the next AGM of the Company, at a premium over the net asset value per share and that such issue of new shares is approved in accordance with Article 6.1 of the Company's Articles.

§ 25 votes in favour of the resolution representing 27,028,276 shares;

§ 9 votes against representing 14,497,130 shares;

§ 8 votes withheld representing 671,491 shares.

6.    To re-elect Gary Clark, a Director retiring by rotation, as a Director.

§ 25 votes in favour of the resolution representing 26,771,028 shares;

§ 7 votes against representing 14,675,327 shares;

§ 8 votes withheld representing 750,542 shares.

7.    To re-elect James Leahy, a Director retiring by rotation, as a Director.

§ 25 votes in favour of the resolution representing 26,769,035 shares;

§ 8 votes against representing 14,677,320 shares;

§ 8 votes withheld representing 750,542 shares.

8.    To re-elect Professor Ian Reeves CBE, a Director retiring by rotation, as a Director.

§ 24 votes in favour of the resolution representing 26,729,517 shares;

§ 9 votes against representing 14,716,838 shares;

§ 8 votes withheld representing 750,542 shares.

9.   The Chairman is pleased to report that the following Special Resolution, as listed in the notice of Annual General Meeting distributed in December 2024, was passed by the members:

That the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with Article 57 of the Companies (Jersey) Law, 1991 (as amended) (the "Law") to make market purchases of its own ordinary shares in the capital of the Company (the "ordinary shares") on such terms and in such manner as the Directors of the Company shall from time to time determine, provided that:

a)   the maximum aggregate number of ordinary shares hereby authorised to be purchased shall be such number as represents 14.99 per cent of the aggregate number of ordinary shares in issue as at 5 March 2025.

b)   the minimum price which may be paid for an ordinary share shall be 1p;

c)   the maximum price exclusive of any expenses which may be paid for an ordinary share is an amount equal to the higher of 5 per cent above the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange for the five business days immediately preceding the date on which such ordinary share is contracted to be purchased;

d)   the authority hereby conferred shall expire on 18 months from the date of this Special Resolution, unless previously revoked, varied or renewed by the Company in general meeting;

e)   the Company may at any time prior to the expiry of such authority make a contract or contracts to purchase ordinary shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts;

f)        the Directors of the Company provide a statement of solvency in accordance with Articles 55-57 of the Law; and

g)   such shares are acquired to be held in treasury.

§ 27 votes in favour of the resolution representing 40,461,808 shares;

§ 7 votes against representing 1,075,432 shares;

§ 5 votes withheld representing 659,657 shares.

Resolution 3, the approval of the Directors' Remuneration Policy, Resolution 4, To Extend the Life of the Company, Resolution 5, To issue ordinary shares and Resolutions 6 to 8 to Re-elect Directors received less than 80% of the votes cast in favour.

The Board understands that the majority of the votes against the Resolutions came from the Company's second largest shareholder which is a US based activist.  The Board has previously engaged with this shareholder and proposes to continue to consult with this shareholder and other shareholders to address any concerns that have influenced their voting.

A statement detailing the outcome of the Company's consultation with its shareholders, including the views received from shareholders and any actions taken as a result, will be published within six months of the AGM in accordance with the UK Corporate Governance Code and the AIC Code of Corporate Governance.

Enquiries

Manulife CQS Investment Management	Craig Cleland	T: [phone]
Cavendish Capital Markets Limited	Tunga Chigovanyika (Corporate Finance)	T: [phone]
	Daniel Balabanoff / Pauline Tribe (Sales)	T: [phone]
R&H Fund Services (Jersey) Limited	Jane De Barros	T :[phone]

 

END