Result of AGM

RNS Number : 4372P

City of London Investment Group PLC

18 October 2021

 

City of London Investment Group plc

("City of London" or the "Company")

Result of Annual General Meeting

City of London announces that, at the Annual General Meeting ("AGM") of the Company held on 18 October 2021, the resolutions set out in the Notice of AGM dated 9 September 2021 were passed following a poll on each resolution.

Resolutions 1 to 17 were passed as Ordinary Resolutions and resolutions 18 to 22 were passed as Special Resolutions. The table below details votes cast on each resolution.

	Votes For	%	Votes Against	%	Total Votes (excluding withheld)	Votes Withheld	% of Issued Share Capital Voted
Ordinary Resolutions
Resolution 1: To receive the Directors' report and accounts	24,746,884	100.00	540	0.00	24,747,424	0	48.83
Resolution 2: To approve the Directors' Remuneration Report	22,968,627	92.89	1,757,125	7.11	24,725,752	17,339	48.79
Resolution 3: The declare a final dividend of 22p per Ordinary Share of 1p each in the Company ("Ordinary Shares"), payable on 29 October 2021	24,746,956	100.00	468	0.00	24,747,424	0	48.83
Resolution 4: To appoint Rian Dartnell as a Director	23,933,388	96.73	809,754	3.27	24,743,142	3,426	48.82
Resolution 5: To appoint Tazim Essani as a Director	24,737,257	99.98	5,886	0.02	24,743,143	3,425	48.82
Resolution 6: To appoint George Karpus as a Director	23,339,838	97.91	498,929	2.09	23,838,767	726,984	47.04
Resolution 7: To appoint Daniel Lippincott as a Director	24,738,268	99.98	4,540	0.02	24,742,808	3,693	48.82
Resolution 8: To re-appoint Barry Aling as a Director	24,596,573	99.41	146,235	0.59	24,742,808	3,693	48.82
Resolution 9: To re-appoint Mark Dwyer as a Director	24,737,480	99.98	5,328	0.02	24,742,808	3,693	48.82
Resolution 10: To re-appoint Thomas Griffith as a Director	24,543,235	99.19	199,573	0.81	24,742,808	3,693	48.82
Resolution 11: To re-appoint Barry Olliff as a Director	20,858,832	93.52	1,445,035	6.48	22,303,867	1,955,002	44.01
Resolution 12: To re-appoint Peter Roth as a Director	24,426,585	98.72	316,223	1.28	24,742,808	3,693	48.82
Resolution 13: To re-appoint Jane Stabile as a Director	24,285,678	98.15	457,130	1.85	24,742,808	3,693	48.82
Resolution 14: To re-appoint Carlos Yuste as a Director	24,543,235	99.19	199,573	0.81	24,742,808	3,693	48.82
Resolution 15: To re-appoint RSM UK Audit LLP as auditors of the Company	24,742,549	99.98	4,540	0.02	24,747,089	268	48.83
Resolution 16: To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors	24,742,549	99.98	4,540	0.02	24,747,089	268	48.83
Resolution 17: To authorise the Directors to allot shares	24,284,748	98.13	462,341	1.87	24,747,089	268	48.83
Special Resolutions
Resolution 18: To authorise the Employee Benefit Trust to hold Ordinary Shares up to a maximum aggregate of 10% of the issued Ordinary Share capital of the Company	24,737,847	99.98	5,024	0.02	24,742,871	3,643	48.82
Resolution 19: Authority to disapply rep-emption rights	24,261,839	98.09	473,001	1.91	24,734,840	10,068	48.81
Resolution 20: Additional authority to disapply pre-emption rights	24,278,507	98.11	468,582	1.89	24,747,089	268	48.83
Resolution 21: To authorise the Company to make market purchases of Ordinary Shares	21,779,161	96.08	887,764	3.92	22,666,925	268	44.73
Resolution 22: To authorise the Directors to call a general meeting, other than an AGM, on not less than 14 clear days' notice	23,968,636	96.88	772,750	3.12	24,741,386	4,431	48.82

Notes: 

1)  Following the completion of the merger with Karpus Management, Inc. on 1 October 2020, the Company has a "Controlling Shareholder Group", which has agreed to limit their voting rights to the lower of: (i) the number of shares held by them; and (ii) 24.99 per cent. of the votes cast on any resolution by all shareholders. The Controlling Shareholder Group cast votes in excess of 24.99 per cent. of the votes cast on the resolutions by all shareholders and, accordingly, the number of votes stated above as being cast "in favour", "against" and those "withheld" have been reduced accordingly.

2)  The total number of Ordinary Shares of 1p each in the Company in issue at close of business on 14 October 2021 and the number used for the percentage of issued share capital voted was 50,679,095.

3)  The percentage of issued share capital voted calculation uses total votes cast (including votes withheld) as adjusted per the Controlling Shareholder Group calculation detailed in point 1, above.

4)  The votes "for" include those giving the Chair of the AGM discretion.

5)  Votes "for" and "against" are expressed as a percentage of the total votes cast (excluding votes withheld).

6)  The percentages above are rounded to two decimal places.

7)  A vote withheld is not a vote in law and is not counted in the calculation of votes "for" or "against" a resolution.

Resolutions 4, 5, 8, 12 and 13 related to the re-election of the Independent Directors. Under the Listing Rules, because the Controlling Shareholder Group together control in concert more than 30 per cent. of the voting rights of the Company (even though they have agreed to limit their voting rights as stated above), the re-election of an Independent Director by shareholders must be approved by a majority of both: (i) the shareholders of the Company; and (ii) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Independent Directors who are not part of the Controlling Shareholder Group). The Company has separately counted the number of votes cast by the independent shareholders in favour of resolutions 4, 5, 8, 12 and 13 and has determined that, in each case, the second threshold referred to in (ii) above has also been met. Notes 4 to 7 above also apply to the following table.

Resolution	Votes For	%	Votes Against	%	Votes Total (excluding withheld)	Votes Withheld
Resolution 4: To appoint Rian Dartnell as a Director	15,158,526	94.93	809,754	5.07	15,968,280	3,426
Resolution 5: To appoint Tazim Essani as a Director	15,962,395	99.96	5,886	0.04	15,968,281	3,425
Resolution 8: To re-appoint Barry Aling as a Director	15,821,778	99.08	146,235	0.92	15,968,013	3,693
Resolution 12: To re-appoint Peter Roth as a Director	15,651,790	98.02	316,223	1.98	15,968,013	3,693
Resolution 13: To re-appoint Jane Stabile as a Director	15,510,883	97.14	457,130	2.86	15,968,013	3,693

In accordance with Listing Rule 9.6.2R, copies of the resolutions comprising special business have been made available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information, please visit www.clig.com or contact:

Tom Griffith (CEO)

City of London Investment Group PLC

Tel: [phone]

Martin Green/Pippa Hamnett

Zeus Capital Limited

Financial Adviser & Broker

Tel: [phone]

 

END

 

 

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