Custodian REIT plc : Results of Annual General Meeting (1126243)
02 September 2020 - 12:07AM
UK Regulatory
Custodian REIT plc (CREI)
Custodian REIT plc : Results of Annual General Meeting
01-Sep-2020 / 15:07 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
1 September 2020
Custodian REIT plc
("Custodian REIT" or "the Company")
Results of Annual General Meeting
Custodian REIT (LSE: CREI), the UK commercial real estate investment
company, is pleased to announce that following the Annual General Meeting of
the Company held earlier today, all resolutions were approved on a poll. A
summary of the results of the poll are set out below:
Resolution Votes % of Votes % of Votes
for votes against votes withheld
cast cast *
ORDINARY RESOLUTIONS
1 To receive 92,493,2 99.95 41,828 0.05 252,245
and adopt 25
the
Company's
report and
accounts
for the
financial
year ended
31 March
2020
2 To approve 92,745,4 99.95 41,828 0.05 0
the 70
directors'
remunerati
on policy
3 To approve 92,787,2 100 0 0 0
the 99
directors'
remunerati
on report
to 31
March 2020
4 To elect 92,787,2 100 0 0 0
Hazel 99
Adams as a
director
5 To 92,447,8 99.63 339,417 0.37 0
re-elect 82
Barry
Gordon
Gilbertson
as a
director
6 To 70,940,8 76.46 21,846,4 23.54 0
re-elect 23 75
David Ian
Hunter as
a director
7 To 69,886,1 75.32 22,901,1 24.68 0
re-elect 18 80
Ian Thomas
Mattioli
as a
director
8 To 92,447,8 99.63 339,417 0.37 0
re-elect 82
Matthew
Wadman
John
Thorne as
a director
9 To 92,787,2 100 0 0 0
re-appoint 99
Deloitte
LLP as
auditor to
the
Company
10 To 92,725,9 99.93 61,365 0.07 0
authorise 34
the
directors
to agree
and fix
the
auditor's
remunerati
on
11 To grant 90,941,1 98.01 1,846,12 1.99 0
the 77 2
directors
authority
to allot
ordinary
shares in
the
capital of
the
Company
12 To approve 92,787,2 100 0 0 0
the 99
amended
Investment
Policy
SPECIAL RESOLUTIONS
13 To 82,648,1 89.07 10,139,1 10.93 0
disapply 86 12
statutory
pre-emptio
n rights
on the
allotment
of
ordinary
shares in
the
capital of
the
Company
14 To further 81,060,9 87.36 11,726,3 12.64 0
disapply 43 55
the
statutory
pre-emptio
n rights
on the
allotment
of
Ordinary
Shares
15 To 92,487,3 99.74 238,628 0.26 61,365
authorise 05
the
Company to
make
market
purchases
of
ordinary
shares of
GBP0.01 each
in the
capital of
the
Company
16 That a 86,712,6 93.52 6,006,87 6.48 0
general 41 6
meeting,
other than
an annual
general
meeting,
may be
called on
not less
than 14
clear
days'
notice
*NB: The percentage of votes cast for and against excludes withheld votes.
In relation to resolutions 6 and 7 to re-elect David Hunter and Ian Mattioli
as Directors of the Company the Board understands, based on contact from
proxy voting agencies prior to the AGM, that the votes received against
their re-election relate specifically to David's role as Chair of the
Nominations Committee and Ian's position as non-independent Director. Due to
a 22% turnout, votes against resolutions 6 and 7 comprised only 5% of
shareholders.
The gender diversity recommendations of the Hampton-Alexander Review are for
at least 33% female representation on listed company boards. Importantly,
the recommendation only applies to FTSE350 companies, whereas the Company is
a constituent of the FTSESmallCap Index, where no such recommendations
apply. However, with the appointment of Hazel Adam during the past year, the
female representation on the Board is 20%. The Board recognises the value
and importance of diversity in the boardroom and steps are already being
taken to increase female representation on the Board through delivery of the
Company's succession plan. More information on succession will be set out in
the Company's Interim Report for the period ending 30 September 2020.
Ian Mattioli is Chief Executive of Mattioli Woods plc, the parent company of
the Company's Investment Manager, and is a director of the Investment
Manager, and as a result is not independent. Ian is not a member of the
Company's Audit and Risk, Remuneration or Management Engagement Committees
and does not participate in setting the fees paid to the Investment Manager.
The Corporate Governance Guide for Investment Companies states a majority of
the Board should be independent of the Investment Manager with no more than
one employee of the Investment Manager on the Board, and the Company
complies with this guidance as Ian is the Company's only non-independent
Director. The Board believes Ian's experience and perspective representing
one of its substantial shareholders adds significant value to the Company.
The Investment Manager will continue to seek feedback on these issues
through its regular engagement with shareholders.
The Company confirms that copies of all resolutions passed at the Annual
General Meeting will be submitted to the National Storage Mechanism (NSM) at
https://marketoversight.fca.org.uk [1] and will shortly be available for
viewing.
- Ends -
For further information, please contact:
Custodian Capital Limited
Richard Shepherd-Cross / Ed Moore / Tel: +44 (0)116 240 8740
Ian Mattioli MBE
www.custodiancapital.com [2]
Numis Securities Limited
Hugh Jonathan/Nathan Brown Tel: +44 (0)20 7260 1000
www.numiscorp.com
Camarco
Ed Gascoigne-Pees Tel: +44 (0)20 3757 4984
www.camarco.co.uk
ISIN: GB00BJFLFT45
Category Code: AGM
TIDM: CREI
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 83337
EQS News ID: 1126243
End of Announcement EQS News Service
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