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20 Feb 2020 17:14
IntegraFin Holdings plc (the "Company")
Results of AGM
At the Company's Annual General Meeting, held at 4.00pm on 20 February 2020, all resolutions set out in the Notice of Meeting were voted on a poll and were passed by the requisite majorities. The poll results are set out below.
No. | Resolution | Total For1 | % | Total Against | % | Votes Witheld2 |
1. | To receive the Directors' Report, Strategic Report, Auditors' Report and Financial Statements for the year ended 30 September 2019 | 198,619,578 | 98.53 | 2,962,986 | 1.47 | 399,151 |
2. | To elect Richard Cranfield | 199,439,513 | 98.74 | 2,540,280 | 1.26 | 1,923 |
3. | To re-elect Caroline Banszky | 201,690,232 | 99.86 | 290,740 | 0.14 | 744 |
4. | To re-elect Victoria Cochrane | 201,436,044 | 99.73 | 544,314 | 0.27 | 1,358 |
5. | To re-elect Neil Holden | 199,496,086 | 98.77 | 2,484,885 | 1.23 | 744 |
6. | To re-elect Michael Howard | 148,632,527 | 86.01 | 24,175,352 | 13.99 | 29,173,836 |
7. | To elect Charles Robert Lister | 200,010,031 | 99.02 | 1,969,762 | 0.98 | 1,923 |
8. | To re-elect Christopher Munro | 182,753,974 | 92.63 | 14,544,597 | 7.37 | 4,683,144 |
9. | To re-elect Alexander Scott | 199,916,132 | 98.98 | 2,065,583 | 1.02 | 0 |
10. | To re-elect Ian Taylor | 196,828,500 | 97.45 | 5,153,216 | 2.55 | 0 |
11. | To approve Directors' Remuneration Report for the year ended 30 September 2019 | 190,331,885 | 96.47 | 6,967,430 | 3.53 | 4,682,400 |
12. | To re-appoint BDO LLP as auditors to the Company | 199,243,781 | 98.64 | 2,737,934 | 1.36 | 0 |
13. | To authorise Group's Audit and Risk Committee to determine the auditors remuneration | 194,649,801 | 96.37 | 7,331,914 | 3.63 | 0 |
14. | To authorise the Company and its subsidiaries to make political donations | 198,262,445 | 98.16 | 3,719,271 | 1.84 | 0 |
15. | To grant authority to allot new shares | 193,820,985 | 95.96 | 8,160,731 | 4.04 | 0 |
16. | To grant authority to disapply pre-emption rights3 | 201,979,798 | 100.00 | 1,353 | 0.00 | 565 |
17. | To give additional authority to disapply pre-emption rights3 | 192,666,811 | 95.39 | 9,314,339 | 4.61 | 565 |
18. | To grant authority to repurchase the Company's shares3 | 200,442,835 | 99.26 | 1,503,551 | 0.74 | 35,329 |
19. | To give authority to call a general meeting on not less than 14 clear days' notice3 | 196,844,647 | 97.46 | 5,137,069 | 2.54 | 0 |
20. | To authorise the Company to rectify the payment of the 18 January 2019 dividend3,4 | 160,796,247 | 100.00 | 0 | 0.00 | 40,977,375 |
Notes
(1) Includes those votes giving the Chair discretion
(2) A 'vote withheld' is not a vote in law and is not counted in the caluclation of votes 'for' or 'against' a resolution
(3) Passed as a special resolution and requiring a 75 percent majority
(4) As noted in the circular published by IntegraFin Holdings plc on 16 January 2020 (the "Circular"), Patrick Snowball (as a former director), the current directors (including Mike Howard, in his capacity as a director and a substantial shareholder) and their associates undertook to abstain from voting on resolution 20 as they were deemed to be 'related parties' of the Company for the purposes of the Listing Rules. Their combined shareholding represented 50,781,882 ordinary shares (approximately 15.3 percent of the Company's existing ordinary share capital) as at the date of the Annual General Meeting and these shares are therefore recorded as votes withheld in respect of resolution 20.
Following the passing of resolution 20 (and as described in detail in the Circular), the Company has today entered into a deed of release in respect of its shareholders and a deed of release in respect of its Directors and former directors in each case in the form that was annexed to the Circular.
The number of £0.01 ordinary shares in issue on 20 February 2020 was 331,322,014. Shareholders are entitled to one vote per share.
In accordance with Listing Rule 9.6.2, a copy of each resolution passed as a special resolution has been submitted to the National Storage Mechanism and will shortly be made available for inspection at http://www.morningstar.co.uk/uk/NSM.
The results will shortly be available on the Company's website at https://www.integrafin.co.uk.
Enquiries
Helen Wakeford +44 (0)20 7608 4951
Legal Entity Identifier: 213800CYIZKXK9PQYE87
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