HarbourVest Global Private Equity Limited : Res...
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS IN SUCH JURISDICTION.
HARBOURVEST GLOBAL PRIVATE EQUITY LIMITED (the "Company")
RESULTS OF ANNUAL GENERAL MEETING
HarbourVest Global Private Equity Limited (the "Company") hereby announces the results of its Annual General Meeting ("AGM") held at 1.20 p.m. on 12 July 2016 at Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT.
In accordance with the Principle 19 of the AIC Code of Corporate Governance, the Company advises that for the General Meeting held on 12 July 2016 valid proxy appointments were made in respect of 47,508,780 voting shares and voting was as follows:
ORDINARY BUSINESS
IT WAS RESOLVED To receive the annual financial statements of the Company and the reports of the Directors and Auditors for the year ended 31 January 2016; (47,505,353 votes cast in favour, 4,427 votes cast against and nil votes withheld).
IT WAS RESOLVED to receive the directors' remuneration report for the year ended 31 January 2016.( 46,621,741 votes cast in favour, 6,627 votes cast against and 880,412 votes withheld).
IT WAS RESOLVED to re-elect Sir Michael Bunbury as a Director of the Company. (47,502,153 votes cast in favour, 6,627 votes cast against and 0 votes withheld).
IT WAS RESOLVED to re-elect to re-elect Mr Keith Corbin as a Director of the Company; (44,646,618 votes cast in favour, 2,586,009 votes cast against and 276,153 votes withheld).
IT WAS RESOLVED to re-elect Mr Alan Hodson as a Director of the Company. (47,508,780 votes cast in favour, nil votes cast against and nil votes withheld).
IT WAS RESOLVED to re-elect Mr Andrew Moore as a Director of the Company. (44,652,119 votes cast in favour, 2,580,508 votes cast against and 276,153 votes withheld).
IT WAS RESOLVED to re-elect Mr Jean-Bernard Schmidt as a Director of the Company. (45,271,550 votes cast in favour, 1,961,077 votes cast against and 276,153 votes withheld).
IT WAS RESOLVED to re-elect Mr Peter Wilson as a Director of the Company. (45,209,853 votes cast in favour, 2,022,774 votes cast against and 276,153 votes withheld).
IT WAS RESOLVED to re-elect Mr Brooks Zug as a Director of the Company. (45,209,853 votes cast in favour, 2,022,774 votes cast against and 276,153 votes withheld).
IT WAS RESOLVED to reappoint Ernst & Young LLP as the independent auditors of the Company. (35,784,724 votes cast in favour, 11,724,056 votes cast against and nil votes withheld).
IT WAS RESOLVED to authorise the Directors to determine the auditors' remuneration. (36,668,461 votes cast in favour, 10,840,319 votes cast against and no votes withheld).
SPECIAL BUSINESS
IT WAS RESOLVED THAT, in accordance with section 315 of The Companies (Guernsey) Law, 2008, as amended (the "Law"), the Company be, and hereby is generally, and unconditionally authorised to make one or more market acquisitions (as defined in section 316 of the Law) of its Shares (as defined in the Company's Articles of Incorporation), provided that:
the maximum aggregate number of Shares hereby authorised to be acquired does not exceed 14.99 per cent. of the Company's issued share capital at the date this resolution is passed;
the minimum price (exclusive of expenses) which may be paid for a Share shall be 1 pence;
the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than the higher of (i) five per cent. above the average of the middle market quotations for the Shares as derived from the Official List of the London Stock Exchange plc for the five business days before the day the purchase is made, and (ii) the higher of the price or the last independent trade, and the highest independent bid at the time of the purchase for the Shares;
the authority conferred shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company to be held in 2017 or on the date which is 18 months from the date of the passing of this resolution, whichever is earlier;
notwithstanding paragraph (iv), the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority, and may make a purchase of Shares in pursuance of any such contract after such expiry;
the price payable for the Shares so purchased may be paid by the Company to the fullest extent permitted by the Law; and
any Shares bought back may be held in treasury in accordance with the Law or be subsequently cancelled by the Company. (47,508,780 votes cast in favour, nil votes cast against and nil votes withheld).
As a special resolution IT WAS RESOLVED THAT in accordance with section 42(1) of the Law, the new Articles of Incorporation of the Company produced to the meeting and, for the purpose of identification, initialled by the Chairman be approved (the New Articles) and adopted as the New Articles, in substitution for and to the exclusion of all existing Articles of Incorporation of the Company, which are hereby deleted in their entirety. (47,433,780 votes cast in favour, nil votes cast against and 75,000 votes withheld).
NOTES
It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against each resolution.
For further information, please contact:
JTC (Guernsey) Limited
Company Secretary
+44 (0) 1481 702 400
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: HarbourVest Global Private Equity Limited via Globenewswire
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