Result of AGM

RNS Number : 0374N

HICL Infrastructure Company Ld

23 July 2014

 



23 July 2014

HICL Infrastructure Company Limited (the "Company")

Result of the Annual General Meeting

The Board of the Company is pleased to announce that the resolutions put to shareholders at the Annual General Meeting of the Company held on 22 July 2014 were passed.  The details of the resolutions are as follows: 

1. ORDINARY RESOLUTION		Report and Accounts To receive and consider the audited accounts, the Directors' report and the Auditors' report for the year ended 31 March 2014. The Chairman reported that the following votes had been received: For 406,640,611 98.87% Against 4,654,374 1.13% Withheld 2,004,193 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that the audited accounts, the Directors' report and the Auditors' report for the year ended 31 March 2014 be received and adopted.
2. ORDINARY RESOLUTION		Re-election of Director To re-elect Sarah Evans as a Director The Chairman reported that the following votes had been received: For 406,519,727 98.38% Against 6,705,238 1.62% Withheld 74,213 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Sarah Evans be re-elected as a Director.
3. ORDINARY RESOLUTION		Re-election of Director To re-elect Sally-Ann Farnon as a Director. The Chairman reported that the following votes had been received: For 406,577,133 98.39% Against 6,652,832 1.61% Withheld 69,213 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Sally-Ann Farnon be re-elected as a Director.
4. ORDINARY RESOLUTION		Re-election of Director To re-elect John Hallam as a Director. The Chairman reported that the following votes had been received: For 406,525,998 98.38% Against 6,703,967 1.62% Withheld 69,213 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that John Hallam be re-elected as a Director.
5. ORDINARY RESOLUTION		Election of Director To elect Frank Nelson as a Director. The Chairman reported that the following votes had been received: For 406,576,062 98.39% Against 6,653,903 1.61% Withheld 69,213 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Frank Nelson is elected as a Director.
6. ORDINARY RESOLUTION		Re-election of Director To re-elect Graham Picken as a Director. The Chairman reported that the following votes had been received: For 406,527,498 98.38% Against 6,702,467 1.62% Withheld 69,213 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Graham Picken be re-elected as a Director.
7. ORDINARY RESOLUTION		Re-election of Director To re-elect Christopher Russell as a Director. The Chairman reported that the following votes had been received: For 406,000,447 98.25% Against 7,229,518 1.75% Withheld 69,213 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Christopher Russell be re-elected as a Director.
8. ORDINARY RESOLUTION		Re-election of Director To re-elect Ian Russell as a Director. The Chairman reported that the following votes had been received: For 406,044,511 98.25% Against 7,223,815 1.75% Withheld 30,852 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that Ian Russell be re-elected as a Director.
9. ORDINARY RESOLUTION		Directors Remuneration To approve the Directors' remuneration report including the proposed annual remuneration of each Director for routine business of the Company, for the year ended 31 March 2015, as set out in the Annual Report. The Chairman reported that the following votes had been received: For 405,734,684 98.18% Against 7,518,583 1.82% Withheld 45,911 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED to approve the Directors' remuneration report including the proposed annual remuneration of each Director for routine business of the Company, for the year ended 31 March 2015, as set out in the Annual Report.
10. ORDINARY RESOLUTION		Re-appointment of Auditors That KPMG Channel Islands Limited be re-appointed as auditors of the Company. The Chairman reported that the following votes had been received: For 407,262,769 98.54% Against 6,036,409 1.46% Withheld 0 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that KPMG Channel Islands Limited be re-appointed as auditors of the Company.
11. ORDINARY RESOLUTION		Remuneration of Auditors That the Directors be authorised to agree the remuneration of the auditors. The Chairman reported that the following votes had been received: For 413,092,214 99.95% Against 196,825 0.05% Withheld 10,139 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED that the Directors be authorised to agree the remuneration of the auditors.
SPECIAL BUSINESS
12. ORDINARY RESOLUTION		Dividend Option 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. The Chairman reported that the following votes had been received: For 413,263,950 99.99% Against 27,793 0.01% Withheld 7,435 Nil IT WAS RESOLVED 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.
13.  ORDINARY RESOLUTION		Market Acquisitions To authorise the Company to make market acquisitions of up to 14.99 per cent. of its own issued Ordinary Shares and to make or arrange tender offers for up to 15 per cent. of its own issued Ordinary Shares. The Chairman advised that the following votes had been received: For 412,091,526 99.77% Against 968,847 0.23% Withheld 238,805 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED to authorise the Company to make market acquisitions of up to 14.99 per cent. of its own issued Ordinary Shares and to make or arrange tender offers for up to 15 per cent. of its own issued Ordinary Shares.
14. SPECIAL RESOLUTION		Partial disapplication of pre-emption rights To re-approve the partial disapplication of the pre-emption rights under Article 9 of the Company's Articles of Incorporation, which was approved at the AGM held on 23 July 2013, thereby giving the Directors the power to allot and issue up to 10.0 per cent. of the Ordinary Shares at a premium to current net asset value per share by way of tap issues. The Chairman reported that the following votes had been received: For 412,215,697 99.74% Against 1,061,989 0.26% Withheld 21,492 Nil The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution. IT WAS RESOLVED to re-approve the partial disapplication of the pre-emption rights under Article 9 of the Company's Articles of Incorporation, which was approved at the Annual General Meeting held on 23 July 2013, thereby giving the Directors the power to allot and issue up to 10.0 per cent. of the Ordinary Shares at a premium to current net asset value per share by way of tap issues.

For further information, please contact:

Carol Kilby Dexion Capital (Guernsey) Limited Company Secretary

+ 44 (0) 1481 743940

 

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