Last checked at 17 May 2018 10:53
17 May 2018
TI Fluid Systems plc
(the "Company")
Results of Annual General Meeting 2018 ("AGM")
The Company announces the results of the AGM held today at 10:00am on Thursday 17 May 2018.
All resolutions put to the meeting were approved by votes on a show of hands. The proxy position of each resolution at the close of books at 9.30am on 15 May 2018 is set out in the table below.
RESOLUTION | FOR | % FOR OF VOTES CAST | AGAINST | % AGAINST OF VOTES CAST | VOTES TOTAL | VOTES CAST AS % ISSUED SHARE CAPITAL VOTED | VOTES WITHELD | |
1 | Annual report and accounts | 482,780,415 | 99.86 | 652,716 | 0.14 | 483,433,131 | 93.07% | 343,540 |
2 | Directors' remuneration report | 465,833,256 | 96.36 | 17,605,974 | 3.64 | 483,439,230 | 93.07% | 337,440 |
3 | Directors' remuneration policy | 424,188,516 | 87.68 | 59,588,154 | 12.32 | 483,776,670 | 93.14% | 0 |
4 | Declaration of final dividend | 483,776,671 | 100.00 | 0 | 0.00 | 483,776,671 | 93.14% | 0 |
5 | Re-election of Manfred Wennemer as a director | 462,657,740 | 95.85 | 20,018,051 | 4.15 | 482,675,791 | 92.93% | 1,100,879 |
6 | Re-election of William L. Kozyra as a director | 483,646,671 | 99.97 | 130,000 | 0.03 | 483,776,671 | 93.14% | 0 |
7 | Re-election of Timothy Knutson as a director | 483,646,671 | 99.97 | 130,000 | 0.03 | 483,776,671 | 93.14% | 0 |
8 | Re-election of Neil Carson as a director | 449,281,510 | 92.87 | 34,495,160 | 7.13 | 483,776,670 | 93.14% | 0 |
9 | Re-election of Paul Edgerley as a director | 456,213,863 | 94.30 | 27,562,807 | 5.70 | 483,776,670 | 93.14% | 0 |
10 | Re-election of John Smith as a director | 451,775,968 | 93.39 | 32,000,703 | 6.61 | 483,776,671 | 93.14% | 0 |
11 | Re-election of Stephen Thomas as a director | 458,618,364 | 94.80 | 25,158,306 | 5.20 | 483,776,670 | 93.14% | 0 |
12 | Re-election of Jeffrey Vanneste as a director | 451,709,039 | 93.37 | 32,067,631 | 6.63 | 483,776,670 | 93.14% | 0 |
13 | Re-appointment of auditor | 483,669,602 | 99.98 | 107,068 | 0.02 | 483,776,670 | 93.14% | 0 |
14 | Auditors' remuneration | 483,774,671 | 100.00 | 2,000 | 0.00 | 483,776,671 | 93.14% | 0 |
15 | Directors' authority to allot shares | 465,794,252 | 96.28 | 17,982,419 | 3.72 | 483,776,671 | 93.14% | 0 |
16 | Disapplication of pre-emption rights * | 483,774,671 | 100.00 | 0 | 0.00 | 483,774,671 | 93.14% | 2,000 |
17 | Further disapplication of pre-emption rights * | 483,647,602 | 99.97 | 127,068 | 0.03 | 483,774,670 | 93.14% | 2,000 |
18 | Authority to purchase shares * | 482,521,108 | 99.74 | 1,255,562 | 0.26 | 483,776,670 | 93.14% | 0 |
19 | Political donations or expenditure | 477,482,416 | 98.71 | 6,260,398 | 1.29 | 483,742,814 | 93.13% | 33,856 |
20 | Notice of general meeting * | 483,405,011 | 99.92 | 371,660 | 0.08 | 483,776,671 | 93.14% | 0 |
* Special resolutions
Votes excluding controlling shareholders on the resolutions concerning the re-election of the Independent Non-Executive Directors
5 | Re-election of Manfred Wennemer as a director | 120,353,755 | 85.74 | 20,018,051 | 14.26 | 140,371,806 | 79.26% | 1,100,879 |
8 | Re-election of Neil Carson as a director | 106,977,525 | 75.62 | 34,495,160 | 24.38 | 141,472,685 | 79.88% | 0 |
10 | Re-election of John Smith as a director | 109,471,983 | 77.38 | 32,000,703 | 22.62 | 141,472,686 | 79.88% | 0 |
12 | Re-election of Jeffrey Vanneste as a director | 109,405,054 | 77.33 | 32,067,631 | 22.67 | 141,472,685 | 79.88% | 0 |
Notes
1. Any proxy appointments which gave discretion to the Chairman have been included in the 'For' total.
2. The total number of ordinary shares in issue at 15 May 2018 was 519,412,226.
3. Total ordinary shares held by shareholders excluding the controlling shareholder at 15 May 2018 was 177,108,241.
4. A 'Vote Withheld' is not counted towards the votes cast 'For' or 'Against' a resolution.
A copy of all resolutions passed, other than those concerning ordinary business, will today be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2. These resolutions will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
Enquiries: |
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TI Fluid Systems plc |
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Alpna Amar |
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Investor Relations | +44 (0)1865 871824 |
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FTI Consulting | +44 (0)20 3727 1340 |
Richard Mountain |
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Nick Hasell |
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Matthew Paroly |
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Company Secretary | +44 (0)1865 871855 |
About TI Fluid Systems plc
TI Fluid Systems (LSE: TIFS) is a leading global manufacturer of fluid storage, carrying and delivery systems primarily for the light duty automotive market. With nearly 100 years of automotive fluid systems experience, TI Fluid Systems has manufacturing facilities in 118 locations across 28 countries serving all major global OEMs.