Last checked at 
27 Jul 2010 07:00
27th July 2010
HSBC Infrastructure Company Limited (the "Company")
Result of Annual General Meeting
The Board of the Company is pleased to announce that all of the resolutions put to shareholders at the Annual General Meeting held on 26th July 2010 were passed. The details of each such resolution are as follows:
| ORDINARY BUSINESS
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| 1. ORDINARY RESOLUTION | The Chairman advised that the following votes had been received:
In Favour - 147,133,508 (92.75%) Against - 11,493,125 (7.25%) Withheld - 2,031,723
IT WAS RESOLVED that the directors report and financial statements of the Company for the year ended 31 March 2010 be received and adopted.
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| 2. ORDINARY RESOLUTION | The Chairman advised that the following votes had been received:
In Favour - 159,521,743 (99.95%) Against - 83,293 (0.05%) Withheld - 1,053,320 IT WAS RESOLVED that Mr Graham Picken be re-elected as a Director.
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| 3. ORDINARY RESOLUTION
| The Chairman advised that the following votes had been received:
In Favour - 159,603,726 (100%) Against - 60 (0.00%) Withheld - 1,054,570
IT WAS RESOLVED that Mr Christopher Russell be re-elected as a Director.
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| 4. ORDINARY RESOLUTION
| The Chairman advised that the following votes had been received:
In Favour - 150,150,169 (94.08%) Against - 9,454,535 (5.92%) Withheld - 1,053,652
IT WAS RESOLVED that KPMG Channel Islands Limited be re-appointed as auditors of the Company.
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| 5. ORDINARY RESOLUTION
| The Chairman advised that the following votes had been received:
In Favour - 159,521,411 (99.95%) Against - 84,505 (0.05%) Withheld - 1,052,440
IT WAS RESOLVED that the Directors be authorised to agree the remuneration of the auditors.
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| 6. ORDINARY RESOLUTION
| The Chairman advised that the following votes had been received:
In Favour - 159,565,662 (99.99%) Against - 13,991 (0.01%) Withheld - 1,078,703
IT WAS RESOLVED that the proposed annual fee for routine business for each Director (for the year to 31 March 2011) as set out on page 4 of the AGM Notice and in the Report and Financial Statements for the year ended 31 March 2010 be approved.
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| 7. ORDINARY RESOLUTION | The Chairman advised that the following votes had been received:
In Favour - 148,330,127 (93.91%) Against - 9,625,562 (6.09%) Withheld - 2,702,667
IT WAS RESOLVED that the Directors be, and hereby are, authorised to exercise their discretion under and in accordance with the Articles of Association of the Company and The Companies (Guernsey) Law, 2008 to:
(a) make market purchases (within the meaning of The Companies (Guernsey) Law 2008) of the Ordinary Shares issued or to be issued by the Company, PROVIDED THAT in respect of purchases to be made on the market at the London Stock Exchange plc: (i) the maximum number of Ordinary Shares authorised to be acquired is 14.99 per cent. of the Ordinary Shares in issue on the date of this resolution; (ii) the minimum price per Ordinary Share is 0.01p; (iii) the maximum price which may be paid for any Ordinary Share is the amount equal to the higher of (i) 105 per cent. of the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is purchased (ii) the price of the last independent trade and (iii) the highest current independent bid at the time of purchase; and (iv) the authority hereby conferred shall expire on the anniversary of this resolution or the next annual general meeting of the Company, whichever is the later.
(b) make or arrange tender offers in accordance with the Prospectus and The Companies (Guernsey) Law 2008, of: (i) up to a maximum of 15 per cent. of the Ordinary Shares in issue on the date of this resolution; (ii) at a price of 97 per cent. of the Net Asset Value per share as at the close of business on the relevant Calculation Date (as defined in the Prospectus); and (iii) the authority hereby conferred shall expire on the anniversary of this resolution or the next annual general meeting of the Company, whichever is the later. |
| SPECIAL BUSINESS
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| 8. ORDINARY RESOLUTION | The Chairman advised that the following votes had been received:
In Favour - 159,605,856 (100.00%) Against - 60 (0.00%) Withheld - 1,052,440
IT WAS RESOLVED that in accordance with the Articles of Association the Board may, in respect of all and any dividends declared for any financial period or periods of the Company ending prior to the next Annual General Meeting of the Company, offer shareholders the right to elect to receive further shares (whether or not of that class), credited as fully paid, instead of cash in respect of all or any part of such dividend or dividends declared in respect of any such financial period or periods.
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| 9. SPECIAL RESOLUTION | The Chairman advised that the following votes had been received:
In Favour - 159,367,902 (99.90%) Against - 165,060 (0.10%) Withheld - 1,125,394
IT WAS RESOLVED that the increase in the annual Directors' fee cap from £150,000 to £200,000, effective from 1 April 2010 be approved.
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| 10. SPECIAL RESOLUTION | The Chairman advised that the following votes had been received:
In Favour - 159,479,789 (99.93%) Against - 110,753 (0.07%) Withheld - 1,067,814
IT WAS RESOLVED that the Company's Articles of Association be, and hereby are, deleted and the revised Articles of Incorporation be and hereby are adopted in substitution for and to the exclusion of the existing Articles of Association.
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| 11. SPECIAL RESOLUTION | The Chairman advised that the following votes had been received:
In Favour - 159,536,277 (99.97%) Against - 49,865 (0.03%) Withheld - 1,072,214
IT WAS RESOLVED THAT in accordance with Section 2 of the Companies (Transitional Provisions) Regulations, 2008 a new clause 3 be inserted in the Memorandum of Incorporation as follows: "3. The Company is a non cellular Company."
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| 12. SPECIAL RESOLUTION | The Chairman advised that the following votes had been received:
In Favour - 149,729,773 (93.82%) Against - 9,867,517 (6.18%) Withheld - 1,061,066
IT WAS RESOLVED that the Directors be, and hereby are, empowered to allot up to 10.0 per cent. of the Ordinary Shares of the Company in issue for cash as if Article 9 of the Company's Articles of Incorporation did not apply to the allotment for the period expiring on the date falling 15 months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier PROVIDED THAT the Company may before such expiry, make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and Ordinary Shares may be allotted in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired. |
In accordance with Listing Rule 9.6.2, two copies of the above special business resolutions have been forwarded to the UK Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
For further information, please contact:
| Karen Greening/Christopher Copperwaite Dexion Capital (Guernsey) Limited
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+44 (0)1481 743947/732815 |