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30 Jun 2020 11:13
30 June 2020
ASA INTERNATIONAL GROUP PLC
Result of Annual General Meeting
ASA International Group plc (the "Company"), one of the world's largest international microfinance institutions, today held its Annual General Meeting ("AGM") at Elder House, St George's Business Park, 207 Brooklands Road, Weybridge, Surrey KT13 0TS, United Kingdom, at 11.00am BST.
Each of the resolutions contained in the Notice of Meeting were put to the AGM and voted on by way of a poll. All 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 | 78,685,847 | 100.00% | 0 | 0.00% | 0 | |
2 | Approve Annual Report on Remuneration | 78,685,847 | 100.00% | 0 | 0.00% | 0 | |
3 | Elect Md Shafiqual Haque Choudhury as a Director | 78,259,588 | 99.46% | 426,259 | 0.54% | 0 | |
4 | Elect Dirk Brouwer as a Director | 78,685,847 | 100.00% | 0 | 0.00% | 0 | |
5 | Elect Aminur Rashid as a Director | 78,685,847 | 100.00% | 0 | 0.00% | 0 | |
6 | Elect Praful Patel as a Director | All
Inde-pendent | 78,685,847 | 100.00% | 0 | 0.00% | 0 |
30,375,792 | 100.00% | 0 | 0.00% | 0 | |||
7 | Elect Gavin Laws as a Director
| All
Inde-pendent | 78,685,847 | 100.00% | 0 | 0.00% | 0 |
30,375,792 | 100.00% | 0 | 0.00% | 0 | |||
8 | Elect Guy Dawson as a Director | All
Inde-pendent | 78,486,478 | 99.75% | 199,369 | 0.25% | 0 |
30,176,423 | 99.34% | 199,369 | 0.66% | 0 | |||
9 | Elect Hanny Kemna as a Director | All
Inde-pendent | 78,685,847 | 100.00% | 0 | 0.00% | 0 |
30,375,792 | 100.00% | 0 | 0.00% | 0 | |||
10 | Re-appoint Ernst & Young LLP as Auditor | 78,685,847 | 100.00% | 0 | 0.00% | 0 | |
11 | Authorise Audit & Risk Committee to approve Auditor remuneration | 78,685,847 | 100.00% | 0 | 0.00% | 0 | |
12 | Authorise Directors to allot shares | 76,531,575 | 97.26% | 2,154,272 | 2.74% | 0 | |
13 | Authority to disapply pre-emption rights (up to 5% of issued share capital) (c) | 78,685,847 | 100.00% | 0 | 0.00% | 0 | |
14 | Authority to disapply pre-emption rights in connection with specific acquisition/ investment (further 5% of issued share capital) (c) | 78,685,847 | 100.00% | 0 | 0.00% | 0 | |
15 | Authority to purchase own shares (c) | 78,685,847 | 100.00% | 0 | 0.00% | 0 | |
16 | Authority to call General Meetings by notice of not less than 14 days (c) | 76,730,944 | 97.52% | 1,954,903 | 2.48% | 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 13 and 14, to authorise the Directors to disapply pre-emption rights on share allotments, were passed as Special Resolutions. Following the failure to pass similar Resolutions at the previous Annual General Meeting, the Board engaged with the largest shareholder that had voted against the Resolutions, however, it was not possible to do this before the publication of the 2019 Annual Report. The shareholder appeared to accept the Board's reasons for desiring the flexibility afforded by these Resolutions and accordingly for submitting them again to the 2020 Annual General Meeting. The Board is pleased that the Resolutions have now been passed. However, the Board has no present intention to exercise any of these authorities.
The total number of ordinary shares in issue on 26 June 2020, the deadline for casting votes by proxy in advance of the AGM, was 100,000,000 shares. 78.69% 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 https://www.asa-international.com/investors/shareholder-information/agm/ 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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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Enquiries:
ASA International Group plc +31 6 2030 0139
Investor Relations vschyns@asa-international.com
Véronique Schyns
About ASA International Group plc
ASA International is one of the world's largest international microfinance institutions, with a strong commitment to financial inclusion and socioeconomic progress. The company provides small, socially responsible loans to low-income, financially underserved entrepreneurs, predominantly women, across South Asia, South East Asia, West and East Africa.
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