TIDMGRP

RNS Number : 8961J

Greencoat Renewables PLC

29 April 2022

Greencoat Renewables PLC AGM Result

Dublin, London, 29 April 2022: Greencoat Renewables PLC ("Greencoat Renewables" or the "Company") the renewable infrastructure company invested in euro-dominated assets, is pleased to announce that at the Company's AGM held at 10.00 am today, 29 April 2022, each of the Resolutions were duly passed without amendment.

All resolutions as set out in the Notice of AGM were voted on by way of poll and the results were as follows:

 
              In Favour 
               (including discretionary)     Against               Withheld* 
 Resolution         Votes            %          Votes        %       Votes 
     1           789,185,000        100           0          0         0 
   2 (a)         776,483,297       98.39      12,701,703   1.61        0 
   2 (b)         769,983,297       97.57      19,201,703   2.43        0 
   2 (c)         776,483,297       98.39      12,701,703   1.61        0 
   2 (d)         623,349,534       78.99     165,835,466   21.01       0 
     3           789,185,000        100           0          0         0 
     4           789,185,000        100           0          0         0 
     5           789,176,600       99.99        8,400      0.01        0 
     6           780,509,144       98.90      8,675,856    1.10        0 
     7           771,433,044       97.84     17,001,956    2.16     750,000 
     8           788,072,100       99.99        8,400      0.01    1,104,500 
 

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "in favour" or "against" the Resolution.

Resolution 2 (d) - re-election of Marco Graziano as a director of the Company

The Board notes that Resolution 2 (d) to re-elect Marco Graziano as a director of the Company passed with a majority of less than 80% (receiving votes in favour of 78.99%). In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will engage with the relevant shareholders to understand and discuss their views with respect to this resolution. An update will be provided within six months of the AGM, in accordance with the Code.

The full wording of the resolutions, that were not ordinary business of the AGM can be found below:-

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

5. That, in addition to the general authority granted at the extraordinary general meeting of the Company held on 28 October 2021, the Directors be and are hereby generally and unconditionally authorised, pursuant to Section 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot relevant securities (within the meaning of the said Section 1021) up to an aggregate nominal amount equal to EUR3,804,129. The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company after the date of passing of this resolution or at the close of business on the date which is 15 calendar months after the date of passing of this resolution, whichever is earlier, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of the authority conferred by this Resolution which would or might require relevant securities to be allotted after such authority has expired, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

To consider and, if thought fit, to pass the following resolutions as special resolutions:

6. That, in addition to the power granted at the extraordinary general meeting of the Company held on 28 October 2021, the Directors be and are hereby empowered, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, to allot equity securities (within the meaning of the said Section 1023(1)) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 5 of this Notice of AGM as if Section 1022(1) did not apply to any such allotment, such power being limited to:

(a) the allotment of equity securities in connection with any offer of securities, open for a period fixed by the Directors, by way of rights issue, open offer or otherwise in favour of the holders of equity securities and/or any persons having or who may acquire a right to subscribe for equity securities in the capital of the Company where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may reasonably be) to the respective number of equity securities held by them, and subject thereto, the allotment by way of placing or otherwise of any equity securities not taken up in such issue or offer to such persons as the Directors may determine; and, generally, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements and/or arising in respect of any oversees shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory; and

(b) the allotment of equity securities (otherwise than pursuant to sub-paragraph (a) above) up to a nominal aggregate amount equal to EUR1,141,238.

provided that such power shall expire at the conclusion of the next annual general meeting of the Company after the date of passing of this resolution, or at the close of business on the date which is 15 calendar months after the date of passing of this resolution, whichever is the earlier, unless previously varied, revoked or renewed, and provided further that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

7. That pursuant to Section 1074 of the Companies Act 2014, the Company and any subsidiary of the Company be and they are each hereby generally authorised to make market purchases or overseas market purchases (as defined by Section 1072 of that Act) of ordinary shares of EUR0.01 each in the capital of the Company ("Ordinary Shares") on such terms and conditions and in such manner as the Directors may determine from time to time; but subject however to the provisions of that Act and to the following restrictions and provisions:

(a) the maximum number of Ordinary Shares authorised to be acquired shall not exceed 14.99 per cent. of the ordinary share capital in issue in the Company as at close of business on the date on which this resolution is passed;

(b) the minimum price (excluding expenses) which may be paid for any Ordinary Share shall

be   an   amount   equal  to the nominal value thereof; 

(c) the maximum price (excluding expenses) which may be paid for any Ordinary Share (a "Relevant Share") shall be the higher of:

(i) 5 per cent. above the average market price of an Ordinary Share as determined in accordance with this sub-paragraph (c); and

(ii) the amount stipulated by Article 5(6) of Regulation No. 596/2014 of the European Parliament and Council (or by any corresponding provision of legislation replacing that regulation);

where the average market value of an Ordinary Share for the purpose of sub-paragraph (i) shall be the amount equal to the average of the five amounts resulting from determining whichever of the following ((A), (B) or (C) specified below) in respect of Ordinary Shares shall be appropriate for each of the five business days immediately preceding the day on which the Relevant Share is purchased as determined from the information published by the trading venue where the purchase will be carried out reporting the business done on each of those five days:

(A) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

(B) if there shall be only one dealing reported for the day, the price at which such dealing took place; or

(C) if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day,

and if there shall be only a bid (but not an offer) price or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular day, that day shall not be treated as a business day for the purposes of this sub-paragraph (c); provided that, if for any reason it shall be impossible or impracticable to determine an appropriate amount for any of those five days on the above basis, the Directors may, if they think fit and having taken into account the prices at which recent dealings in such shares have taken place, determine an amount for such day and the amount so determined shall be deemed to be appropriate for that day for the purposes of calculating the maximum price; and if the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then the maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Euronext Dublin or its equivalent; and

(d) the authority conferred by this resolution shall expire on close of business on the date of the next annual general meeting of the Company after the date of passing this resolution or the date which is 15 calendar months after the date of passing of this resolution (whichever is earlier), unless previously varied, revoked or renewed in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company or any subsidiary may, before such expiry, enter into a contract for the purchase of Ordinary Shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.

   8.            That: 

(a) subject to the passing of Resolution No. 7 above, for the purposes of section 1078 of the Companies Act, the re-allotment price range at which any treasury shares (as defined by the said Companies Act) for the time being held by the Company may be re-allotted off-market as ordinary shares of EUR0.01 each of the Company ("Ordinary Shares") shall be as follows:

(i) the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120 per cent. of the Appropriate Price; and

(ii) the minimum price at which a treasury share may be re-allotted off-market shall be an amount equal to 95 per cent. of the Appropriate Price;

(b) for the purposes of this resolution the expression "Appropriate Price" shall mean the average of the five amounts resulting from determining whichever of the following ((i), (ii) or (iii) specified below) in respect of Ordinary Shares shall be appropriate for each of the five business days immediately preceding the day on which such treasury share is re-allotted, as determined from information published in the Euronext Dublin Daily Official List (or any successor publication thereto or any equivalent publication for securities admitted to trading on the Euronext Growth Market) reporting the business done on each of those five business days:

(i) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

(ii) if there shall be only one dealing reported for the day, the price at which such dealing took place; or

(iii) if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day:

and if there shall be only a bid (but not an offer) price or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular day, then that day shall not be treated as a business day for the purposes of this sub-paragraph (b); provided that if for any reason it shall be impossible or impracticable to determine an appropriate amount for any of those five days on the above basis, the Directors may, if they think fit and having taken into account the prices at which recent dealings in such shares have taken place, determine an amount for such day and the amount so determined shall be deemed to be appropriate for that day for the purposes of calculating the Appropriate Price; and if the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Euronext Dublin or its equivalent; and

(c) the authority hereby conferred shall expire on close of business on the date of the next annual general meeting of the Company after the date of passing this resolution or the date which is 15 calendar months after the date of passing of this resolution (whichever is earlier).

The full text of each resolution and a summary of proxy votes received will shortly be available on the Company's website and will also be submitted to the National Storage Mechanism for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

--- ENDS ---

For further information on the Announcement, please contact:

Greencoat Renewables PLC: +44 20 7832 9400

Bertrand Gautier

Paul O'Donnell

Tom Rayner

Davy (Joint Broker, Nomad and

Euronext Growth Adviser) +353 1 6796363

Ronan Veale

Barry Murphy

RBC (Joint Broker) +44 20 7653 4000

Matthew Coakes

Duncan Smith

Elizabeth Evans

FTI Consulting (Media Enquiries) +353 1 765 0886

Jonathan Neilan

Melanie Farrell

About Greencoat Renewables PLC

Greencoat Renewables PLC is an investor in euro-denominated renewable energy infrastructure assets. Initially focused solely on the acquisition and management of operating wind farms in Ireland, the Company is now also investing in wind and solar assets in certain other European countries with stable and robust renewable energy frameworks. It is managed by Greencoat Capital LLP, an experienced investment manager in the listed renewable energy infrastructure sector.

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