28 Apr 2017 14:17
28 April 2017
BBGI SICAV S.A.
(the "Company")
Results of Annual General Meeting
BBGI SICAV S.A. (LSE ticker: BBGI), the international PPP infrastructure investment company, is pleased to announce that, at the sixth Annual General Meeting of the Company held today, 28 April 2017, each of the Resolutions was duly approved by shareholders.
Details of the votes validly cast are set out below:
Ordinary Resolutions | For | Against | Withheld * | |
1. | Presentation of the reports of (i) the Management Board and (ii) the Independent Auditor on the Company's activities during the financial year ended 31 December 2016 | 237,878,977 | 13,479,461 | 0 |
2. | Review and approval of the standalone financial statements of the Company for the financial year which ended on 31 December 2016, allocation of the results and payment of a dividend | 251,258,247 | 100,191 | 0 |
3. | Review and approval of the consolidated financial statements of the Company for the financial year which ended on 31 December 2016 | 251,258,247 | 100,191 | 0 |
4. | Discharge and release (quitus) to the external auditor, to the current members of the Management Board and to the current members of the Supervisory Board of the Company, for all their duties during, and in connection with, the financial year having started on 1 January 2016 and having ended on 31 December 2016 | 251,358,438 | 0 | 0 |
5. | Re-appointment of David Richardson as a member of the Supervisory Board | 251,358,438 | 0 | 0 |
6. | Re-appointment of Colin Maltby as a member of the Supervisory Board | 251,358,438 | 0 | 0 |
7. | Re-appointment of Howard Myles as a member of the Supervisory Board | 186,856,562 | 64,501,876 | 0 |
8. | Re-appointment of KPMG as independent auditor of the Company | 250,786,538 | 571,900 | 0 |
9. | Authorisation of the Management Board to determine the remuneration of the independent auditor | 251,358,438 | 0 | 0 |
10. | Authorisation of the Management Board to offer shareholders the right to elect to receive further ordinary shares in respect of dividends declared for any financial period or periods of the Company ending prior to the 2018 AGM | 251,358,438 | 0 | 0 |
11. | Authorisation for the Company to continue in business as an investment company | 251,358,438 | 0 | 0 |
Special Resolutions | ||||
12. | Authorisation of the Company to make market purchases of its own shares | 198,416,976 | 52,841,271 | 100,191 |
13. | Authorisation of the Management Board to allot up to the aggregate number of shares representing less than 10% of the shares in the Company already admitted to trading on the London Stock Exchange | 251,113,806 | 244,632 | 0 |
14. | Delegation of Powers | 251,358,438 | 0 | 0 |
The Board notes the outcome of the shareholder votes against Resolution 7 concerning the re-election of Howard Myles. The Board recognises the concerns which have been expressed regarding potential over-boarding and will continue to ensure that all Board members can devote sufficient time to the Company. Specifically, the Board and the Management team believe that Mr Myles' extensive experience brings many benefits to the Company and that his time availability and attention have been exemplary and have not been adversely impacted by his other Board appointments.
The Board also recognises that there has been a substantial vote against Resolution 12. The Board and Management team regularly meet with shareholders and are always available to discuss specific items of concern with them. In advance of next year's AGM, the Board will review the requirement for the current level of authority to make market purchases in its own shares and are available to discuss this with any concerned shareholders.
The full text of the resolutions may be found in the Convening Notice to Annual General Meeting dated 29 March 2017, copies of which are available on both the Company's website www.bb-gi.com ** and on the National Storage Mechanism www.morningstar.co.uk/uk/nsm **.
A copy 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 www.morningstar.co.uk/uk/nsm **.
The Results will also be available shortly for viewing on the Company's website www.bb-gi.com **.
For further information, please contact:
BBGI Management Team +352 263 479-1
Duncan Ball
Frank Schramm
BBGI owns a global portfolio of 39 infrastructure assets. These are PPP assets and are supported by contracted, public sector-backed revenue streams, with inflation-protection characteristics.
Further information about BBGI is available on its website at www.bb-gi.com **.
Any reference to the Company or BBGI refers also to its subsidiaries (where applicable).
* A Vote Withheld is not a vote in law and is not counted in the proportion of votes 'for' or 'against' a resolution.
** Neither the NSM website nor the Company's website nor the content of any website accessible from hyperlinks on those websites (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.
BBGI Global Infrastructure (BBGI)