Last checked at 29 May 2019 14:59
29 May 2019
ASA INTERNATIONAL GROUP PLC
Result of Annual General Meeting
The Annual General Meeting ("AGM") of ASA International Group plc (the "Company") was held today, 29 May 2019, at 30 Gresham Street, London EC2V 7QP at 11.00am. Each of the resolutions contained in the Notice of Meeting were put to the AGM and voted on by way of a poll. All except numbers 15 and 16 were duly approved.
As stated in the Company's AGM Notice and under Listing Rule 9.2.2.E, a resolution to elect or re-elect an Independent Director must be passed by both a majority of the independent shareholders (i.e. shareholders of the Company who are entitled to vote on the election of Directors and who are not controlling shareholders) and a majority of all shareholders (including the majority shareholder). In order to determine this, votes cast by the independent shareholders were counted separately in respect of the election of Praful Patel, Gavin Laws, Guy Dawson and Hanny Kemna and are set out below.
The total number of votes received on each resolution put to the AGM was as follows:
No. | Resolution | Votes FOR (a) | % | Votes AGAINST | % | Votes WITHHELD (b) | ||
1 | Receive 2018 Annual Report and Accounts | 95,739,201 | 100.00% | 0 | 0.00% | 0 | ||
2 | Approve Directors' Remuneration Policy | 83,054,794 | 92.80% | 6,445,219 | 7.20% | 6,239,188 | ||
3 | Approve Annual Report on Remuneration | 95,732,472 | 99.99% | 6,729 | 0.01% | 0 | ||
4 | Approve a final dividend of US cents 7.3 per ordinary share | 95,739,201 | 100.00% | 0 | 0.00% | 0 | ||
5 | Elect Md Shafiqual Haque Choudhury as a Director | 94,568,593 | 98.78% | 1,170,608 | 1.22% | 0 | ||
6 | Elect Dirk Brouwer as a Director | 95,739,201 | 100.00% | 0 | 0.00% | 0 | ||
7 | Elect Aminur Rashid as a Director | 95,739,201 | 100.00% | 0 | 0.00% | 0 | ||
8 | Elect Praful Patel as a Director | All Inde-pendent | 95,619,398 39,619,398 | 99.87%
99.70% | 119,803 119,803 | 0.13%
0.30% | 0
0 | |
9 | Elect Gavin Laws as a Director | All Inde-pendent | 92,895,718 36,895,718 | 99.87% 99.68% | 119,803 119,803 | 0.13% 0.32% | 2,723,680 2,723,680 | |
10 | Elect Guy Dawson as a Director | All Inde-pendent | 95,539,832 39,539,832 | 99.79% 99.50% | 199,369 199,369 | 0.21% 0.50% | 0 0 | |
11 | Elect Hanny Kemna as a Director | All Inde-pendent | 95,619,398 39,619,398 | 99.87% 99.70% | 119,803 119,803 | 0.13% 0.30% | 0 0 | |
12 | Re-appoint Ernst & Young LLP as Auditor | 95,259,737 | 99.50% | 479,464 | 0.50% | 0 | ||
13 | Authorise Audit & Risk Committee to approve Auditor remuneration | 95,259,737 | 99.50% | 479,464 | 0.50% | 0 | ||
14 | Authorise Directors to allot shares | 71,185,983 | 74.35% | 24,553,218 | 25.65% | 0 | ||
15 | Authority to disapply pre-emption rights (up to 5% of issued share capital) (c) | 70,999,740 | 74.46% | 24,353,849 | 25.54% | 385, 612 | ||
16 | Authority to disapply pre-emption rights in connection with specific acquisition/ investment (further 5% of issued share capital) (c) | 70,999,740
| 74.46% | 24,353,849 | 25.54% | 385, 612 | ||
17 | Authority to purchase own shares (c) | 95,739,201
| 100.00% | 0 | 0.00% | 0 | ||
18 | Authority to call General Meetings by notice of not less than 14 days (c) | 95,440,103
| 99.69% | 299,098 | 0.31% | 0 | ||
NOTES:
(a) The "For" proxy vote includes those giving the Chairman discretion.(b) A vote "Withheld" is not a vote in law and is not counted in the calculation of the proxy votes "For" or "Against" the resolution.(c) Special resolution.
Authority to allot shares and disapply pre-emption rights on allotment
The Board notes that Resolutions 15 and 16, to authorise the Directors to disapply pre-emption rights on share allotments, narrowly failed to be passed as they were Special Resolutions requiring a 75% majority. In addition Resolution 14, to authorise the Directors to make allotments of shares, also had a significant number of votes cast against it but, being an Ordinary Resolution, was passed.
All three of these Resolutions were proposed in accordance with routine practice in the UK and complied with the guidance published by the Investment Association and the Pre-emption Group. The Board has no present intention or need to exercise any of these authorities, and only wished to have the flexibility to do so in appropriate circumstances.
The Board will now analyse the voting outcome and will engage with major shareholders in order to understand the reasons for it.
***
The total number of ordinary shares in issue on 24 May 2019, the deadline for casting votes by proxy in advance of the AGM, was 100,000,000 shares. 95.74% of voting capital, including votes withheld, was instructed in respect of the resolutions put to the AGM.
The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available on the Company's website at www.asa-international.com In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed by the Company's shareholders, other than ordinary business will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
Enquiries:
ASA International Group plc +31 20 846 3554
Investor Relations vschyns@asa-international.com
Véronique Schyns
MHP Communications +44 20 3128 8572
Charlie Barker ASAInternational@mhpc.com
Simon Hockridge
Patrick Hanrahan
Florence Mayo