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14 Feb 2022 15:03
GCP Infrastructure Investments Limited
("GCP Infra" and/or the "Company")
LEI213800W64MNATSIV5Z47
Result of Annual General Meeting ("AGM")
GCP Infra, the only UK listed fund focused primarily on investments in UK infrastructure debt, today announces the results of voting at the Annual General Meeting the Company held on Monday 14 February 2022 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 2021 be adopted. | 574,946,561 | 99.99 | 1,338 | 0.01 | 64,165 |
2. Ordinary Resolution: THAT the Directors' remuneration report for the year ended 30 September 2021 be received and approved. | 574,701,219 | 99.97 | 196,865 | 0.03 | 113,980 |
3. Ordinary Resolution: THAT the Directors' remuneration policy for the year ended 30 September 2021 be approved. | 571,851,559 | 99.47 | 3,072,156 | 0.53 | 88,349 |
4. Ordinary Resolution: THAT Ian Reeves CBE be re-elected as a director of the Company. | 510,642,415 | 88.82 | 64,299,646 | 11.18 | 70,003 |
5. Ordinary Resolution: THAT Julia Chapman be re-elected as a director of the Company. | 574,796,224 | 99.97 | 145,837 | 0.03 | 70,003 |
6. Ordinary Resolution: THAT Michael Gray be re-elected as a director of the Company. | 569,984,115 | 99.14 | 4,957,946 | 0.86 | 70,003 |
7. Ordinary Resolution: THAT Steven Wilderspin be elected as a director of the Company. | 479,526,277 | 83.75 | 93,040,410 | 16.25 | 2,445,377 |
8. Ordinary Resolution: THAT Dawn Crichard be re-elected as a director of the Company. | 574,796,326 | 99.97 | 145,735 | 0.03 | 70,003 |
9. Ordinary Resolution: THAT Andrew Didham be elected as a director of the Company. | 570,429,342 | 99.22 | 4,507,547 | 0.78 | 75,175 |
10. Ordinary Resolution: THAT the Company's dividend policy be approved. | 574,937,851 | 99.99 | 45,338 | 0.01 | 28,875 |
11. Ordinary Resolution: THAT KPMG Channel Islands Jersey Limited be re-appointed as Auditors to the Company. | 536,234,035 | 93.27 | 38,665,600 | 6.73 | 112,429 |
12. Ordinary Resolution: THAT the remuneration of KPMG Channel Islands Jersey Limited be determined by the Audit and Risk Committee. | 574,828,020 | 99.99 | 72,965 | 0.01 | 111,079 |
13. Ordinary Resolution: THAT the Company be authorised to hold Ordinary Shares purchased pursuant to the authority granted under Resolution (14) as treasury shares. | 574,870,792 | 99.99 | 59,338 | 0.01 | 81,934 |
14. Special Resolution: THAT the Company be authorised to make market purchases of up to 132,336,855 Ordinary Shares. | 536,350,963 | 93.28 | 38,659,592 | 6.72 | 1,509 |
15. Special Resolution: THAT the Directors be authorised to allot and issue up to 88,283,426 Ordinary Shares, as if pre-emption rights in the articles did not apply. | 567,910,434 | 98.77 | 7,097,313 | 1.23 | 4,317 |
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 https://www.gcpinfra.com and on the National Storage Mechanism 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 representing 11.18% and 16.25% of total votes cast were received against resolutions 4 and 7.
The Association of Investment Companies 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 consider 20% or more of votes cast against a board recommendation for a resolution as being "significant" as opposed to Pensions and Investment Research Consultants Limited (PIRC), who consider 10% or more votes cast against a resolution as being significant.
The Company will seek to engage with the relevant shareholders who voted against the resolutions, in order to understand the reasons for their votes and address their concerns.
In accordance with Listing Rule 9.6.2, 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 Phil Kent
| +44 (0)20 3405 8500 |
Stifel Nicolaus Europe Limited Mark Bloomfield Nick Donovan
| +44 (0)20 7710 7600 |
Buchanan/Quill Helen Tarbet Sarah Gibbons-Cook 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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