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13 Feb 2025 12:35
GCP Infrastructure Investments Limited
("GCP Infra" and/or the "Company")
LEI213800W64MNATSIV5Z47
Result of Annual General Meeting ("AGM")
GCP Infra today announces the results of voting at the Annual General Meeting of the Company held on Thursday 13 February 2025 at the Registered Office of the Company.
Each of the Ordinary Resolutions and Special Resolutions proposed in the notice and agenda of the AGM were duly passed by the shareholders on a poll. The results of the voting are noted as follows:
Summary Resolutions1 | For / Discretion2 | % | Against | % | Withheld |
1. Ordinary Resolution: THAT the Report of the Directors and the audited financial statements of the Company for the year ended 30 September 2024 be adopted. | 494,034,262 | 99.98 | 78,879 | 0.02 | 86,384 |
2. Ordinary Resolution: THAT the Directors' remuneration report for the year ended 30 September 2024 be received and approved. | 493,630,033 | 99.91 | 423,149 | 0.09 | 146,343 |
3. Ordinary Resolution: THAT the Directors' remuneration policy for the year ended 30 September 2024 be received and approved. | 493,519,784 | 99.90 | 515,196 | 0.10 | 164,545 |
4. Ordinary Resolution: THAT Julia Chapman be re-elected as a director of the Company. | 419,121,400 | 86.13 | 67,497,077 | 13.87 | 7,581,048 |
5. Ordinary Resolution: THAT Steven Wilderspin be re-elected as a director of the Company. | 463,963,768 | 99.83 | 767,748 | 0.17 | 29,468,009 |
6. Ordinary Resolution: THAT Dawn Crichard be re-elected as a director of the Company. | 486,247,003 | 99.93 | 364,892 | 0.07 | 7,587,630 |
7. Ordinary Resolution: THAT Andrew Didham be re-elected as a director of the Company. | 467,549,639 | 96.08 | 19,062,256 | 3.92 | 7,587,630 |
8. Ordinary Resolution: THAT Alex Yew be re-elected as a director of the Company. | 486,266,034 | 99.93 | 353,443 | 0.07 | 7,580,048 |
9. Ordinary Resolution: THAT Ian Brown be elected as a director of the Company. | 486,321,474 | 99.94 | 297,411 | 0.06 | 7,580,640 |
10. Ordinary Resolution: THAT the Company's Dividend policy be approved. | 494,040,061 | 99.99 | 64,379 | 0.01 | 95,085 |
11. Ordinary Resolution: THAT KPMG Channel Islands Limited be re-appointed as Auditors to the Company. | 455,457,142 | 92.18 | 38,629,179 | 7.82 | 113,204 |
12. Ordinary Resolution: THAT the Audit and Risk Committee be authorised to determine the remuneration of KPMG Channel Islands Limited. | 493,923,325 | 99.97 | 142,810 | 0.03 | 133,390 |
13. Ordinary Resolution: THAT the Company be authorised to hold Ordinary Shares purchased pursuant to the authority granted under Resolution (14) as treasury shares. | 494,019,200 | 99.97 | 127,422 | 0.03 | 52,903 |
14. Special Resolution: THAT the Company be authorised to make market purchases of up to 129,795,809 Ordinary Shares. | 494,050,867 | 99.98 | 114,653 | 0.02 | 34,005 |
15. Special Resolution: THAT the Directors be authorised to allot and issue up to 88,479,766 Ordinary Shares, as if pre-emption rights in the articles did not apply. | 481,322,793 | 97.41 | 12,782,408 | 2.59 | 94,324 |
16. Special Resolution: THAT, in accordance with the Companies Law, the Revised Articles be and are hereby adopted (to the exclusion of, and in substitution for, the Articles) as the articles of association of the Company, with effect from the conclusion of the AGM. | 493,685,583 | 99.92 | 371,598 | 0.08 | 142,344 |
1. The full text of the resolutions may be found in the notice of the Annual General Meeting, a copy of which is available on both the Company's website at https://www.graviscapital.com/funds/gcp-infra/fund-info and on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
2. Any proxy appointments which gave discretion to the Chairman or a third party were voted for the resolution.
The Board notes that votes in excess of 10%, of total votes cast, were received against the resolution to re-elect Julia Chapman due to concerns around independence. As communicated in the Company's Annual Report and Accounts, Julia Chapman will retire from the Board later in 2025.
The AIC Code of Corporate Governance (the "AIC Code") notes that where a significant proportion of votes have been cast against a resolution at a general meeting, a company should explain what actions it has taken to understand the reasons behind the vote. For these purposes, the AIC Code considers 20% or more of votes cast against a board recommendation for a resolution as being "significant" as opposed to PIRC, who considers 10% or more votes cast against a resolution as being significant.
In accordance with Listing Rule 14.3.6 (2), the full text of the special resolutions passed at the Annual General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information, please contact:
Gravis Capital Management Limited Philip Kent Max Gilbert Cameron Gardner
| +44 (0)20 3405 8500 |
RBC Capital Markets Matthew Coakes Elizabeth Evans
| +44 (0)20 7653 4000 |
Stifel Nicolaus Europe Limited Edward Gibson-Watt Jonathan Wilkes-Green
| +44 (0)20 7710 7600 |
Burson Buchanan Limited Helen Tarbet Samuel Adams Henry Wilson
| +44 (0)20 7466 5000 |
Notes to the Editor
About GCP Infra
GCP Infra is a closed-ended investment company and FTSE-250 constituent whose shares are traded on the main market of the London Stock Exchange. Its objective is to provide shareholders with regular, sustained, long-term distributions and to preserve capital over the long term by generating exposure to UK infrastructure debt and related and/or similar assets.
The Company primarily targets investments in infrastructure projects with long term, public sector-backed, availability-based revenues. Where possible, investments are structured to benefit from partial inflation protection. GCP Infra is advised by Gravis Capital Management Limited.
GCP Infra has been awarded with the London Stock Exchange's Green Economy Mark in recognition of its contribution to positive environmental outcomes.
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