HICL Infrastructure Company Ld Result of AGM (9511U)

TIDMHICL

RNS Number : 9511U

HICL Infrastructure Company Ld

18 July 2018

18 July 2018

HICL Infrastructure Company Limited (the "Company")

Result of the Annual General Meeting

The Directors of the Company are pleased to announce the results of voting at the annual general meeting of the Company held at 4:00 PM (UK Time) on Tuesday, 17 July 2018 at the offices of Aztec Group, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP (the "AGM").

Each of the Ordinary Resolutions and Special Resolutions proposed in the notice and agenda of the AGM were duly passed.

Total votes of 814,210,142 were cast at the AGM(1) . The results of the voting(2) are noted as follows:

Ordinary Resolutions(3)

 
 Resolution                                Votes For     %        Votes Against   %      Votes Withheld(4) 
       1. TO receive and consider 
        the Annual Report, including 
        the Directors' Report and 
        the Auditors' Report for 
        the year ended 31 March 
        2018.                              814,204,772   100.00   5,370           0.00   21,141 
                                          ------------  -------  --------------  -----  ------------------ 
       2. TO re-elect Ian Russell 
        as a non-executive Director.       763,914,780   94.81    41,848,877      5.19   8,467,625 
                                          ------------  -------  --------------  -----  ------------------ 
       3. TO re-elect Sally-Ann 
        Farnon as a non-executive 
        Director.                          773,137,608   95.01    40,594,463      4.99   499,212 
                                          ------------  -------  --------------  -----  ------------------ 
       4. TO re-elect Simon Holden 
        as a non-executive Director.       814,161,137   100.00   34,581          0.00   35,565 
                                          ------------  -------  --------------  -----  ------------------ 
       5. TO re-elect Frank Nelson 
        as a non-executive Director.       813,688,981   99.94    506,737         0.06   35,565 
                                          ------------  -------  --------------  -----  ------------------ 
       6. TO re-elect Kenneth Reid 
        as a non-executive Director.       814,141,115   99.99    54,603          0.01   35,565 
                                          ------------  -------  --------------  -----  ------------------ 
       7. TO re-elect Christopher 
        Russell as a non-executive 
        Director.                          778,225,041   95.58    35,970,677      4.42   35,565 
                                          ------------  -------  --------------  -----  ------------------ 
       8. TO elect Michael Bane 
        as a non-executive Director.       814,151,538   100.00   36,900          0.00   42,845 
                                          ------------  -------  --------------  -----  ------------------ 
       9. TO approve the Directors' 
        Remuneration Report (as 
        set out in the Annual Report) 
        including both the remuneration 
        paid for the year ended 
        31 March 2018, and proposed 
        remuneration payable for 
        the year ending 31 March 
        2019, to the Chairman, the 
        Senior Independent Director, 
        the Chairs of each Committee 
        of the Board and each other 
        non-executive Director, 
        for routine business and 
        additional corporate work.         813,947,739   99.97    210,478         0.03   73,066 
                                          ------------  -------  --------------  -----  ------------------ 
       10. THAT KPMG Channel Islands 
        Limited be re-appointed 
        as auditors of the Company.        797,253,395   98.50    12,142,138      1.50   4,835,749 
                                          ------------  -------  --------------  -----  ------------------ 
       11. THAT the Directors be 
        authorised to agree the 
        remuneration of the auditors.      814,156,831   100.00   38,353          0.00   36,099 
                                          ------------  -------  --------------  -----  ------------------ 
       12. TO approve the Company's 
        dividend policy for the 
        year ending 31 March 2019.         814,112,429   99.99    95,538          0.01   23,316 
                                          ------------  -------  --------------  -----  ------------------ 
       13. THAT the Board may, 
        in respect of 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, credited as fully 
        paid, in respect of all 
        or any part of such dividend 
        or dividends declared in 
        respect of any such financial 
        period or periods.                 814,172,044   100.00   24,413          0.00   34,826 
                                          ------------  -------  --------------  -----  ------------------ 
      14. TO authorise the Company 
       to make market acquisitions 
       of up to 14.99% of its own 
       issued Ordinary Shares and 
       also to make or arrange 
       tender offers for up to 
       15% of its own issued Ordinary 
       Shares.                             814,087,577   99.99    94,348          0.01   49,358 
                                          ------------  -------  --------------  -----  ------------------ 
 

Special Resolutions(5)

 
 Resolution                                        Votes For     %       Votes Against   %      Votes Withheld(4) 
            15. To approve the proposed 
             increase in the Directors' 
             aggregate annual remuneration 
             cap from GBP450,000 to GBP500,000, 
             with effect from 1 April 
             2018.                                 796,631,708   98.42   12,754,257      1.58   4,845,317 
                                                  ------------  ------  --------------  -----  ------------------ 
      16. TO re-approve the partial 
       disapplication of the pre-emption 
       rights under Article 9 of 
       the Company's Articles of 
       Incorporation, thereby giving 
       the Directors the power 
       to allot and issue up to 
       10.0%. of the Ordinary Shares 
       in issue as at the date 
       of this resolution                          812,991,201   99.87   1,064,870       0.13   175,212 
                                                  ------------  ------  --------------  -----  ------------------ 
 

In accordance with Listing Rule 9.6.2, the full text of the special resolutions passed at the AGM has been submitted to the National Storage Mechanism and will be available at http://www.morningstar.co.uk/uk/NSM.

Notes:

1. The latest total voting rights of the Company of 1,789,556,677 were disclosed on 29 March 2018 and were unchanged at the time of convening the AGM.

2. Pursuant to sections 176(3) and 178(4) of the Companies (Guernsey) Law, 2008, ordinary and special resolutions of the members are passed on a show of hands if passed by members who vote in person and by persons who vote as duly appointed proxies of members entitled to vote. Accordingly, this means that resolutions are passed by the requisite majority of votes cast at the AGM, not as a majority of the total voting rights.

3. Ordinary resolutions are passed if more than half (50%) of votes are cast in favour of the resolution.

4. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a particular resolution.

   5.   Special resolutions are passed if more than 75% of votes are cast in favour of the resolution. 

For further information, please contact:

Aztec Financial Services (Guernsey) Limited

   Chris Copperwaite                                                          [phone] 

Sophie Lane

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July 18, 2018 10:00 ET (14:00 GMT)