WORLDWIDE HEALTHCARE TRUST
PLC
Results of the Annual
General Meeting
The following resolutions
were passed by shareholders on a poll at the Annual General Meeting
of the Company held on Wednesday, 10 July
2024. The level of votes received is shown
below.
|
Resolutions |
Votes
For |
% |
Votes
Against |
% |
Total Votes
Cast |
Votes
Withheld* |
|
Ordinary
Resolutions |
-
To receive and consider
the audited accounts and the Report of the Directors for the year
ended 31 March 2024.
|
255,457,442 |
99.99% |
14,302 |
0.01% |
255,471,744 |
30,607 |
-
To approve the payment of
a final dividend of 2.1p per ordinary share for the year ended 31
March 2024.
|
255,486,386 |
100.00% |
5,935 |
0.00% |
255,492,321 |
10,030 |
-
To approve the Company's
dividend policy as set out on page 31 of the Annual Report for the
year ended 31 March 2024.
|
255,455,553 |
99.99% |
16,695 |
0.01% |
255,472,248 |
30,103 |
-
To re-elect Mr Doug
McCutcheon as a Director of the
Company.
|
181,346,792 |
74.64% |
61,627,965 |
25.36% |
242,974,757 |
12,525,670 |
-
To re-elect Mr Sven Borho
as a Director of the Company.
|
186,829,542 |
73.14% |
68,597,201 |
26.86% |
255,426,743 |
73,684 |
-
To re-elect Dr Bina Rawal
as a Director of the Company.
|
216,903,447 |
99.97% |
72,255 |
0.03% |
216,975,702 |
38,524,725 |
-
To re-elect Mr Tim Livett
as a Director of the Company.
|
255,351,714 |
99.97% |
73,525 |
0.03% |
255,425,239 |
75,188 |
-
To re-elect Ms Jo Parfrey
as a Director of the Company.
|
255,364,786 |
99.97% |
71,580 |
0.03% |
255,436,366 |
64,061 |
-
To re-appoint
PricewaterhouseCoopers LLP as auditor and to authorise the Audit
Committee to determine their
remuneration.
|
255,286,968 |
99.96% |
108,668 |
0.04% |
255,395,636 |
106,715 |
-
To approve the Directors'
Remuneration Report for the year ended 31 March
2024.
|
242,950,834 |
95.12% |
12,452,604 |
4.88% |
255,403,438 |
98,913 |
-
To authorise the Directors
to allot securities in the
Company.
|
255,337,066 |
99.96% |
99,743 |
0.04% |
255,436,809 |
64,200 |
|
Special
Resolutions |
-
To disapply the rights of
pre -emption in relation to the allotment of
securities.
|
241,111,828 |
94.39% |
14,338,921 |
5.61% |
255,450,749 |
51,602 |
-
To sell relevant shares
for cash as if, immediately before the sale such shares are held by
the Company as treasury shares.
|
241,143,152 |
94.40% |
14,313,007 |
5.60% |
255,456,159 |
46,192 |
-
To authorise the Company
to make market purchases of shares in the
Company.
|
250,007,061 |
97.85% |
5,482,191 |
2.15% |
255,489,252 |
13,099 |
-
That any General Meeting
of the Company (other than the Annual General Meeting) shall be
called by notice of at least 14 clear
days.
|
254,995,231 |
99.81% |
487,090 |
0.19% |
255,482,321 |
20,030 |
|
Ordinary
Resolution |
-
To approve the continuance
of the Company as an investment trust for a further period of five
years.
|
239,326,975 |
93.67% |
16,171,746 |
6.33% |
255,498,721 |
3,630 |
* Please note that `Vote
withheld' is not a vote in law and is not counted in the
calculation of the proportion of votes `For' and `Against `a
resolution.
Any proxy votes which are
at the discretion of the Chair of the Meeting have been included in
the "for" total. A vote withheld is not a vote in law and is not
counted in the calculations of votes cast by
proxy.
At the date of the AGM the
total number of Ordinary shares of 2.5p each in issue was
528,677,044 (with 72,988,156
shares held in
treasury). The total number of voting rights was
528,677,044.
The voting figures will
shortly also be available on the Company's website at
www.worldwidewh.com
All of the resolutions
proposed at the Annual General Meeting (AGM) were passed. The
majority of resolutions passed with votes in favour in excess of
93%. The votes in favour of Resolution 4 to re-elect Doug McCutcheon and Resolution 5 to re-elect
Sven Borho as directors of the
Company, were 74.6% and 73.1% in favour
respectively.
Where 20% or more of votes
have been cast against any shareholder resolution, the Company is
required by provision 4 of the UK Corporate Governance Code to
explain what action it will take to consult shareholders to
understand the reasons behind the result.
Mr McCutcheon, as Chair of
the Board, together with Mr Borho and Dr Bina Rawal, the Company's Senior Independent
Director, met with the Company's principal shareholders in advance
of the AGM. The Board understands that some shareholders deem Mr
McCutcheon to no longer be independent, due to his length of
service (11 years) on the Board, and Mr Borho to not be
independent, due to his role as a Managing Partner at OrbiMed
Capital LLC, the Company's Portfolio
Manager.
As stated in this year's
Annual Report, Mr McCutcheon was asked by the Board to take on the
role of Board Chair from July 2022
for a period of three to five years. This was to oversee the
renewal of the Board and ensure an orderly succession process.
Since then, all but one of the Board's Independent Directors have
retired and the composition and leadership of the Board's
Committees has been changed. In the upcoming financial year, the
Company expects to add another new Independent Director, to replace
Humphrey van der Klugt, who retired
at this year's AGM. In the light of the good progress made, Mr
McCutcheon is not expected to serve as Chair of the Company beyond
the Company's 2026 AGM.
Mr Borho was appointed a
Director of the Company in June 2018.
The Board believes that the Company continues to benefit from his
extensive knowledge and experience in investment matters. Mr Borho
is the only Director deemed not to be independent by the Board. The
Board has also taken steps to avoid any potential conflicts of
interest, Mr Borho does not sit on any of the Board's Committees
and he does not receive a fee for serving as a
Director.
The Company will continue
to engage with shareholders on these and other
matters.
In accordance with Listing
Rule 9.6.2, the full text of the special business resolution passed
has been submitted to the National Storage Mechanism and will
shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Resolutions 1 to 16 will additionally be filed at Companies
House.
10
July 2024
For further information
please contact:
Mark
Pope Frostrow Capital LLP
- Company Secretary 020 3
008 4913