TIDMHICL
RNS Number : 2956L
HICL Infrastructure Company Ld
17 July 2017
17 July 2017
HICL Infrastructure Company Limited (the "Company")
Result of the Annual General Meeting
The Directors of the Company are pleased to announce the results
of voting at the annual general meeting of the Company held at 4:00
PM (UK Time) on Monday, 17 July 2017 at the offices of Aztec Group,
East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey,
GY1 3PP (the "AGM").
Each of the Ordinary Resolutions and Special Resolutions
proposed in the notice and agenda of the AGM were duly passed.
Total votes of 711,361,598 were cast at the AGM(1) . The results
of the voting(2) are noted as follows:
Ordinary Resolutions(3)
Resolution Votes For Votes Against Votes Withheld(4)
1. TO receive and consider
the annual report, including
the Directors' Report and
the Auditors' Report for the 711,361,228
year ended 31 March 2017. 100% 370 0
0.00% 0.00%
2. TO re-elect Ian Russell
as a non-executive Director. 657,633,618 48,393,903 5,334,077
92% 6.80% 0.75%
3. TO re-elect Sally-Ann Farnon 711,316,202
as a non-executive Director. 100% 11,809 33,587
0.00% 0.00%
4. TO re-elect Simon Holden 711,318,289
as a non-executive Director. 100% 9,722 33,587
0.00% 0.00%
5. TO re-elect Frank Nelson 711,321,263
as a non-executive Director. 100% 6,562 33,773
0.00% 0.00%
6. TO re-elect Kenneth Reid 711,313,646
as a non-executive Director. 100% 14,365 33,587
0.00% 0.00%
7. TO re-elect Christopher
Russell as a non-executive 711,249,415
Director. 100% 78,596 33,587
0.01% 0.00%
8. TO approve the Directors'
Remuneration Report (as set
out in the Annual Report)
including both the remuneration
paid for the year ended 31
March 2017, and proposed remuneration
payable for the year ending
31 March 2018, to the Chairman,
the Senior Independent Director,
the Chairs of each Committee
of the Board and each other
non-executive Director, for
routine business and additional
corporate work. 695,968,217 15,379,223 14,158
98% 2.16% 0.00%
9. THAT KPMG Channel Islands
Limited be re-appointed as
auditors of the Company. 698,192,619 13,143,808 25,171
98% 1.85% 0.00%
10. THAT the Directors be
authorised to agree the remuneration 711,339,667
of the auditors. 100% 18,491 3,440
0.00% 0.00%
11. To approve the Company's
dividend policy for the year 711,358,228
ending 31 March 2018. 100% 370 3,000
0.00% 0.00%
12. THAT in accordance with
the Company's Articles of
Incorporation the Board may,
in respect of all and any
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
(whether or not of that class),
credited as fully paid, instead
of cash in respect of all
or any part of such dividend
or dividends declared in respect
of any such financial period 711,351,765
or periods. 100% 9,833 0
0.00% 0.00%
13. THAT the Directors be,
and hereby are, authorised
to exercise their discretion
under and in accordance with
the Company's Articles of
Incorporation and The Companies
(Guernsey) Law, 2008, as amended
to make market acquisitions
(within the meaning of The
Companies (Guernsey) Law,
2008, as amended) of the Ordinary
Shares issued or to be issued
by the Company in accordance
with the conditions set out 711,133,037
in the notice of the AGM. 100% 224,797 3,764
0.03% 0.00%
14. THAT the Directors be,
and hereby are, authorised
to, in accordance with article
44 of the Articles of Incorporation
of the Company, increase the
share capital of the Company
from GBP199,999.99 divided
into 1,999,999,900 Unclassified
Shares of 0.01p to GBP300,000
divided into 3,000,000,000
Unclassified Shares 0.01p
each (which may be issued
as Ordinary Shares, C Shares
or Deferred Shares or otherwise
on such terms and conditions
as the Directors determine 711,316,037
from time to time). 100% 30,002 15,559
0.00% 0.00%
Special Resolutions(5)
Resolution Votes For Votes Against Votes Withheld(4)
15. THAT the Directors be,
and hereby are, empowered
to allot (or sell Ordinary
Shares held as Treasury Shares)
up to 10.0% of the Ordinary
Shares of the Company in issue
as at the date of this resolution,
for cash as if Article 9 of
the Company's Articles of
Incorporation did not apply
to the allotment or sale for
the period expiring on the
date falling 15 months after
the date upon which this resolution
is passed or the conclusion
of the next annual general
meeting of the Company, whichever
is the earlier PROVIDED THAT
the Company may before such
expiry, make an offer or agreement
which would or might require
Ordinary Shares to be allotted
or sold after such expiry
and Ordinary Shares may be
allotted or sold in pursuance
of such an offer or agreement
as if the power conferred
by this resolution had not 710,775,184
expired. 100% 538,824 47,590
0.08% 0.01%
In accordance with Listing Rule 9.6.2, the full text of the
special resolutions passed at the AGM has been submitted to the
National Storage Mechanism and will be available at
http://www.morningstar.co.uk/uk/NSM.
Notes:
1. The latest total voting rights of the Company of
1,786,036,854 were disclosed on 3 July 2017 and were unchanged at
the time of convening the AGM.
2. Pursuant to sections 176(3) and 178(4) of the Companies
(Guernsey) Law, 2008, ordinary and special resolutions of the
members are passed on a show of hands if passed by members who vote
in person and by persons who vote as duly appointed proxies of
members entitled to vote. Accordingly, this means that resolutions
are passed by the requisite majority of votes cast at the AGM, not
as a majority of the total voting rights.
3. Ordinary resolutions are passed if more than half (50%) of
votes are cast in favour of the resolution.
4. A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes "for" and "against" a
particular resolution.
5. Special resolutions are passed if more than 75% of votes are cast in favour of the resolution.
For further information, please contact:
Aztec Financial Services (Guernsey) Limited
Chris Copperwaite +44 (0) 1481 748831
Jacques Colley
This information is provided by RNS
The company news service from the London Stock Exchange
END
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