Last checked at 
13 May 2020 07:00
HgCapital Trust plc
(the "Company", "HGT")
12 May 2020
Annual General Meeting ("AGM") Results and Directorate Change
The Company announces that at its Annual General Meeting held earlier today all the resolutions set out in the Notice of Annual General Meeting were passed. Resolutions one to fourteen were passed on a show of hands by the requisite majority and resolutions fifteen and sixteen put to the AGM were voted on by way of a poll. The proxy votes (and results of the poll for resolutions 15 and 16) received in relation to the resolutions were as follows:
Resolution
| For (No. of shares) | For (%) | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) |
|
1. To receive the Annual Report and Financial Statements. | 156,522,249 | 99.88 | 0 | 0.00 | 21,850 | |
2. To approve the Directors' Remuneration Report. | 151,338,932 | 99.82 | 86,444 | 0.06 | 5,118,722 | |
3. To approve the Remuneration Policy. | 156,344,953 | 99.85 | 45,466 | 0.03 | 153,680 | |
4. Resolution 4 was withdrawn.
| ||||||
5. To re-elect Mr R Brooman as a Director. | 136,233,909 | 86.95 | 20,251,230 | 12.93 | 58,960 | |
6. To re-elect Mr P Dunscombe as a Director. | 142,917,526 | 91.22 | 13,567,612 | 8.66 | 58,960 | |
7. To re-elect Mr J Strang as a Director. | 154,721,474 | 98.75 | 1,763,664 | 1.13 | 58,960 | |
8. To re-elect Mr G Wakeley as a Director. | 156,459,545 | 99.86 | 25,953 | 0.02 | 58,960 | |
9. To re-elect Ms A West as a Director. | 156,379,475 | 99.81 | 105,663 | 0.07 | 58,960 | |
10. To re-appoint Grant Thornton UK LLP as Auditor of the Company. | 156,493,816 | 99.86 | 28,092 | 0.02 | 22,191 | |
11. To authorise the Directors' to determine the remuneration of the Auditor. | 156,503,876 | 99.86 | 23,032 | 0.01 | 17,191 | |
12. That HGT continue in existence as an investment trust for a further five year period. | 156,530,249 | 99.88 | 2,000 | 0.00 | 11,850 | |
13. To authorise the Directors' to allot Ordinary shares. | 156,051,091 | 99.57 | 481,158 | 0.31 | 11,850 | |
14. To approve the amendment of the limit on Directors' fees set out in HGT's Articles of Association from £300,000 to £450,000. | 151,319,984 | 96.65 | 5,055,110 | 3.23 | 169,004 | |
15. The authority to dis-apply pre-emption rights. * | 156,773,774 | 99.91 | 143,315 | 0.09 | 64,394 | |
16. To authorise the Company to make market purchases of Ordinary shares of the Company. * | 156,926,123 | 99.96 | 55,360 | 0.04 | 0 | |
*Special Resolution voted on by way of a poll
NOTES:
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1. | All resolutions were passed.
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2. | Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
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3. | A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution.
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4. | The number of shares in issue at 6:00 p.m. on 7 May 2020 was 407,424,808 ordinary shares of (the "Share Capital") and at that time, the Company did not hold any shares in treasury.
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5. | The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.hgcapitaltrust.com
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6. | A copy of resolutions 14, 15 and 16 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
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Board retirement
The Company announces that with effect from the close of the AGM on 12 May 2020, Mr Roger Mountford has retired as a Non-Executive Director and Chairman of the Board, and has been succeeded by Dr Jim Strang.
This notice is given in fulfilment of the obligation under paragraph 9.6.11 of the Listing Rules.