Last checked at 31 Oct 2022 16:22
City of London Investment Group plc
("City of London" or the "Company")
Result of Annual General Meeting
City of London announces that, at the Annual General Meeting ("AGM") of the Company held on 31 October 2022, the resolutions set out in the Notice of AGM dated 15 September 2022 were passed following a poll on each resolution.
Resolutions 1 to 14 were passed as Ordinary Resolutions and resolutions 15 to 19 were passed as Special Resolutions. The table below details votes cast on each resolution.
| Votes For | % | Votes Against | % | Total Votes (excluding withheld) | Votes Withheld | % of Issued Share Capital Voted |
Ordinary Resolutions | |||||||
Resolution 1: To receive the Directors' report and accounts | 16,727,539 | 99.99% | 1,147 | 0.01% | 16,728,686 | 0 | 33.01% |
Resolution 2: To approve the Directors' Remuneration Report | 15,511,689 | 92.79% | 1,205,297 | 7.21% | 16,716,986 | 11,700 | 32.99% |
Resolution 3: To approve the remuneration policy | 16,231,003 | 97.67% | 387,513 | 2.33% | 16,618,516 | 110,170 | 32.79% |
Resolution 4: The declare a final dividend of 22p per Ordinary Share of 1p each in the Company ("Ordinary Shares"), payable on 4 November 2022 | 16,728,648 | 100.00% | 38 | 0.00% | 16,728,686 | 0 | 33.01% |
Resolution 5: To re-appoint Barry Aling as a Director | 16,717,314 | 99.99% | 1,935 | 0.01% | 16,719,249 | 9,437 | 32.99% |
Resolution 6: To re-appoint Thomas Griffith as a Director | 16,717,314 | 99.99% | 1,935 | 0.01% | 16,719,249 | 9,437 | 32.99% |
Resolution 7: To re-appoint Rian Dartnell as a Director | 16,391,820 | 98.04% | 327,429 | 1.96% | 16,719,249 | 9,437 | 32.99% |
Resolution 8: To re-appoint Tazim Essani as a Director | 16,594,256 | 99.25% | 124,993 | 0.75% | 16,719,249 | 9,437 | 32.99% |
Resolution 9: To re-appoint George Karpus as a Director | 16,717,314 | 99.99% | 1,935 | 0.01% | 16,719,249 | 9,437 | 32.99% |
Resolution 10: To re-appoint Peter Roth as a Director | 16,594,186 | 99.25% | 125,063 | 0.75% | 16,719,249 | 9,437 | 32.99% |
Resolution 11: To re-appoint Jane Stabile as a Director | 16,594,256 | 99.25% | 124,993 | 0.75% | 16,719,249 | 9,437 | 32.99% |
Resolution 12: To re-appoint RSM UK Audit LLP as auditors of the Company | 16,718,699 | 99.94% | 9,987 | 0.06% | 16,728,686 | 0 | 33.01% |
Resolution 13: To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors | 16,670,524 | 99.65% | 58,162 | 0.35% | 16,728,686 | 0 | 33.01% |
Resolution 14: To authorise the Directors to allot shares | 15,238,648 | 91.20% | 1,471,125 | 8.80% | 16,709,773 | 18,913 | 32.97% |
Special Resolutions | |||||||
Resolution 15: To authorise the Employee Benefit Trust to hold Ordinary Shares up to a maximum aggregate of 10% of the issued Ordinary Share capital of the Company | 16,407,790 | 98.13% | 313,089 | 1.87% | 16,720,879 | 7,807 | 32.99% |
Resolution 16: Authority to disapply rep-emption rights | 14,214,231 | 85.02% | 2,504,655 | 14.98% | 16,718,886 | 9,800 | 32.99% |
Resolution 17: Additional authority to disapply pre-emption rights | 11,223,118 | 82.25% | 2,422,421 | 17.75% | 13,645,539 | 14,784,304 | 26.93% |
Resolution 18: To authorise the Company to make market purchases of Ordinary Shares | 16,720,488 | 99.95% | 8,198 | 0.05% | 16,728,686 | 0 | 33.01% |
Resolution 19: To authorise the Directors to call a general meeting, other than an AGM, on not less than 14 clear days' notice | 15,922,142 | 95.20% | 803,169 | 4.80% | 16,725,311 | 3,375 | 33.00% |
Notes:
1) Following the completion of the merger with Karpus Management, Inc. on 1 October 2020, the Company has a "Controlling Shareholder Group", which has agreed to limit their voting rights to the lower of: (i) the number of shares held by them; and (ii) 24.99 per cent. of the votes cast on any resolution by all shareholders. The Controlling Shareholder Group cast votes in excess of 24.99 per cent. of the votes cast on the resolutions by all shareholders and, accordingly, the number of votes stated above as being cast "in favour", "against" and those "withheld" have been reduced accordingly.
2) The total number of Ordinary Shares of 1p each in the Company in issue at close of business on 27 October 2022 and the number used for the percentage of issued share capital voted was 50,679,095.
3) The percentage of issued share capital voted calculation uses total votes cast (including votes withheld) as adjusted per the Controlling Shareholder Group calculation detailed in point 1, above.
4) The votes "for" include those giving the Chair of the AGM discretion.
5) Votes "for" and "against" are expressed as a percentage of the total votes cast (excluding votes withheld).
6) The percentages above are rounded to two decimal places.
7) A vote withheld is not a vote in law and is not counted in the calculation of votes "for" or "against" a resolution.
Resolutions 5, 7, 8, 10 and 11 related to the re-election of the Independent Directors. Under the Listing Rules, because the Controlling Shareholder Group together control in concert more than 30 per cent. of the voting rights of the Company (even though they have agreed to limit their voting rights as stated above), the re-election of an Independent Director by shareholders must be approved by a majority of both: (i) the shareholders of the Company; and (ii) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Independent Directors who are not part of the Controlling Shareholder Group). The Company has separately counted the number of votes cast by the independent shareholders in favour of resolutions 5, 7, 8, 10 and 11 and has determined that, in each case, the second threshold referred to in (ii) above has also been met. Notes 4 to 7 above also apply to the following table.
Resolution | Votes For | % | Votes Against | % | Votes Total (excluding withheld) | Votes Withheld |
Resolution 5: To re-appoint Barry Aling as a Director | 9,544,830 | 100.00% | 38 | 0.00% | 9,544,868 | 0 |
Resolution 7: To re-appoint Rian Dartnell as a Director | 9,219,336 | 99.98% | 1,935 | 0.02% | 9,221,271 | 9,437 |
Resolution 8: To re-appoint Tazim Essani as a Director | 9,421,772 | 98.69% | 124,993 | 1.31% | 9,546,765 | 9,437 |
Resolution 10: To re-appoint Peter Roth as a Director | 9,421,702 | 99.89% | 9,987 | 0.11% | 9,431,689 | 0 |
Resolution 11: To re-appoint Jane Stabile as a Director | 9,421,772 | 99.39% | 58,162 | 0.61% | 9,479,934 | 0 |
In accordance with Listing Rule 9.6.2R, copies of the resolutions comprising special business have been made available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information, please visit www.clig.com or contact:
Tom Griffith (CEO)
City of London Investment Group PLC
Tel: 001 610 380 0435
Martin Green
Zeus Capital Limited
Financial Adviser & Broker
Tel: +44 (0)20 3829 5000