TIDMHICL
RNS Number : 9511U
HICL Infrastructure Company Ld
18 July 2018
18 July 2018
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 Tuesday, 17 July 2018 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 814,210,142 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 year ended 31 March
2018. 814,204,772 100.00 5,370 0.00 21,141
------------ ------- -------------- ----- ------------------
2. TO re-elect Ian Russell
as a non-executive Director. 763,914,780 94.81 41,848,877 5.19 8,467,625
------------ ------- -------------- ----- ------------------
3. TO re-elect Sally-Ann
Farnon as a non-executive
Director. 773,137,608 95.01 40,594,463 4.99 499,212
------------ ------- -------------- ----- ------------------
4. TO re-elect Simon Holden
as a non-executive Director. 814,161,137 100.00 34,581 0.00 35,565
------------ ------- -------------- ----- ------------------
5. TO re-elect Frank Nelson
as a non-executive Director. 813,688,981 99.94 506,737 0.06 35,565
------------ ------- -------------- ----- ------------------
6. TO re-elect Kenneth Reid
as a non-executive Director. 814,141,115 99.99 54,603 0.01 35,565
------------ ------- -------------- ----- ------------------
7. TO re-elect Christopher
Russell as a non-executive
Director. 778,225,041 95.58 35,970,677 4.42 35,565
------------ ------- -------------- ----- ------------------
8. TO elect Michael Bane
as a non-executive Director. 814,151,538 100.00 36,900 0.00 42,845
------------ ------- -------------- ----- ------------------
9. TO approve the Directors'
Remuneration Report (as
set out in the Annual Report)
including both the remuneration
paid for the year ended
31 March 2018, and proposed
remuneration payable for
the year ending 31 March
2019, 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. 813,947,739 99.97 210,478 0.03 73,066
------------ ------- -------------- ----- ------------------
10. THAT KPMG Channel Islands
Limited be re-appointed
as auditors of the Company. 797,253,395 98.50 12,142,138 1.50 4,835,749
------------ ------- -------------- ----- ------------------
11. THAT the Directors be
authorised to agree the
remuneration of the auditors. 814,156,831 100.00 38,353 0.00 36,099
------------ ------- -------------- ----- ------------------
12. TO approve the Company's
dividend policy for the
year ending 31 March 2019. 814,112,429 99.99 95,538 0.01 23,316
------------ ------- -------------- ----- ------------------
13. THAT the Board may,
in respect of 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, credited as fully
paid, in respect of all
or any part of such dividend
or dividends declared in
respect of any such financial
period or periods. 814,172,044 100.00 24,413 0.00 34,826
------------ ------- -------------- ----- ------------------
14. TO authorise the Company
to make market acquisitions
of up to 14.99% of its own
issued Ordinary Shares and
also to make or arrange
tender offers for up to
15% of its own issued Ordinary
Shares. 814,087,577 99.99 94,348 0.01 49,358
------------ ------- -------------- ----- ------------------
Special Resolutions(5)
Resolution Votes For % Votes Against % Votes Withheld(4)
15. To approve the proposed
increase in the Directors'
aggregate annual remuneration
cap from GBP450,000 to GBP500,000,
with effect from 1 April
2018. 796,631,708 98.42 12,754,257 1.58 4,845,317
------------ ------ -------------- ----- ------------------
16. TO re-approve the partial
disapplication of the pre-emption
rights under Article 9 of
the Company's Articles of
Incorporation, thereby giving
the Directors the power
to allot and issue up to
10.0%. of the Ordinary Shares
in issue as at the date
of this resolution 812,991,201 99.87 1,064,870 0.13 175,212
------------ ------ -------------- ----- ------------------
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
1,789,556,677 were disclosed on 29 March 2018 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
Sophie Lane
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END
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