31 Jul 2013 15:00
31 July 2013
Better Capital PCC Limited
(the "Company")
Results of Annual General Meetings
The Company is pleased to announce that each resolution was duly passed without amendment at the annual general meeting of the holders of the 2009 Shares, the annual general meeting of the holders of the 2012 Shares and the annual general meeting of all shareholders, each annual general meeting being held earlier today.
The proxy votes received by the Company prior to the annual general meetings were as follows:
Annual General Meeting of the holders of the 2009 Shares
Resolution | Votes for (including discretionary) | Votes against | Withheld number* | ||
Number | % | Number | % | ||
1 - To authorise the Company to make purchases of the 2009 Shares | 177,939,491 | 100.00 | 0 | 0 | 993 |
2 - To re-designate each of the 2009 Shares with a par value of £1.00 | 177,939,491 | 100.00 | 0 | 0 | 993 |
Annual General Meeting of the holders of the 2012 Shares
Resolution | Votes for (including discretionary) | Votes against | Withheld number* | ||
Number | % | Number | % | ||
1 - To authorise the Company to make purchases of the 2012 Shares | 87,348,454 | 100.00 | 0 | 0 | 0 |
2 - To re-designate each of the 2012 Shares with a par value of £1.00 | 87,348,454 | 100.00 | 0 | 0 | 0 |
3 - To authorise the directors to disapply pre-emption rights in respect of issues of 2012 Shares. | 87,347,254 | 100.00 | 0 | 0 | 1,200 |
Annual General Meeting of all shareholders
Resolution | Votes for (including discretionary)** | Votes against** | Withheld number* | ||
Number | % | Number | % | ||
1 - To receive the report of the directors and audited accounts for the year ended 31 March 2013 | 278,031,815 | 99.43 | 1,605,104 | 0.57 | 694,720 |
2 - To approve the directors' remuneration for the year ended 31 March 2013 | 280,306,202 | 100.00 | 0 | 0.00 | 25,437 |
3 - To re-appoint Jon Moulton as a director | 278,031,815 | 99.18 | 2,299,824 | 0.82 | 0 |
4 - To re-appoint BDO Limited as auditors to the Company | 280,331,639 | 100.00 | 0 | 0.00 | 0 |
5 - To authorise the directors to determine the remuneration of the auditors to the Company | 280,331,639 | 100.00 | 0 | 0.00 | 0 |
6 - To authorise the Company to make purchases of the 2009 Shares | 280,330,467 | 100.00 | 0 | 0.00 | 1,172 |
7 - To authorise the Company to make purchases of the 2012 Shares | 280,330,467 | 100.00 | 1,172 | 0.00 | 0 |
8 - To authorise the directors to disapply pre-emption rights in respect of issues of 2012 Shares | 280,329,366 | 100.00 | 1,101 | 0.00 | 1,172 |
9 - To adopt revised Articles of Incorporation | 280,330,467 | 100.00 | 0 | 0.00 | 1,172 |
10 - To re-designate the issued shares in the capital of each cell with a par value of £1.00 | 280,330,538 | 100.00 | 0 | 0.00 | 1,101 |
* A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the relevant resolution.
** The number of proxy votes in relation to the annual general meeting of all shareholders of the Company has been calculated in accordance with the Company's articles of incorporation. The Company's articles of incorporation provide that at any general meeting of all shareholders of the Company:
1. each holder of 2009 Shares who is present in person shall have one vote and on a poll the vote shall be weighted where a vote cast in relation to each 2009 Share shall count as 1.1096 towards the total number of votes cast; and
2. each holder of 2012 Shares who is present in person shall have one vote and on a poll the vote shall be weighted where a vote cast in relation to each 2012 Share shall count as 0.9770 towards the total number of votes cast.
The full text of all the resolutions can be found in the Notices of Annual General Meetings contained in the Annual Report and Financial Statements of Better Capital PCC Limited for the year ended 31 March 2013 which is available for viewing at the National Storage Mechanism, which is located at: http://www.hemscott.com/nsm.do, and from the Company's website at: http://www.bettercapital.gg.
Enquiries:
Better Capital PCC Limited +44 (0)1481 716 000
Richard Crowder
Laurence McNairn (Administrator and Company Secretary)
Numis Securities Limited (Corporate Broker & Financial Adviser) +44 (0)20 7260 1000
Nathan Brown
Oliver Hardy
Powerscourt (Public Relations Adviser) +44 (0)20 7250 1446
Justin Griffiths