NB Private Equity Partners Announces Results of Annual General Meeting

    NB Private Equity Partners Announces Results of Annual General Meeting

12 June 2024

NB Private Equity Partners Limited (the “Company”) is pleased to announce that at the Annual General Meeting of its Class A Shareholders held at 1.45 p.m. on 12 June 2024, each of the Resolutions tabled were duly passed without amendment.

The details of each resolution are as follows:

ORDINARY RESOLUTIONS

Resolution 1

THAT the Audited Financial Statements, the Directors’ report, and the auditors’ report for the financial year ended 31 December 2023 be received and considered.

For (including discretionary)	28,005,526 votes
Against	4,357 votes
Withheld	28,426 votes

Resolution 2

THAT the Directors’ Remuneration Report as set out in the Annual Report for year ended 31 December 2023 be approved.

For (including discretionary)	27,999,999 votes
Against	9,053 votes
Withheld	29,257 votes

Resolution 3

THAT William Maltby as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.

For (including discretionary)	27,770,165 votes
Against	238,218 votes
Withheld	29,926 votes

Resolution 4

THAT John Falla as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.

For (including discretionary)	27,740,286 votes
Against	268,097 votes
Withheld	29,926 votes

Resolution 5

THAT Trudi Clark as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.

For (including discretionary)	24,094,026 votes
Against	3,915,856 votes
Withheld	28,426 votes

Resolution 6

THAT Wilken von Hodenberg as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.

For (including discretionary)	27,772,165 votes
Against	237,718 votes
Withheld	28,426 votes

Resolution 7

THAT Louisa Symington-Mills as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.

For (including discretionary)	27,772,165 votes
Against	237,718 votes
Withheld	28,426 votes

Resolution 8

THAT Pawan Dhir as a Director of the Company, in accordance with the AIC Code and Article 20.5 of the Articles, be elected.

For (including discretionary)	28,003,071 votes
Against	5,288 votes
Withheld	29,950 votes

Resolution 9

THAT KPMG Channel Islands Limited, who have indicated their willingness to continue in office, be re-appointed as auditors of the Company and to hold office from the conclusion of this AGM until the conclusion of the next AGM to be held in 2025.

For (including discretionary)	26,242,736 votes
Against	1,765,635 votes
Withheld	29,938 votes

Resolution 10

THAT the Directors be authorised to determine the remuneration of KPMG Channel Islands Limited.

For (including discretionary)	27,711,821 votes
Against	298,062 votes
Withheld	28,426 votes

Resolution 11

THAT the interim dividend paid on 31/08/2023 of $0.47 per share and the interim dividend paid on 29/02/2024 of $0.47 per share approved.

For (including discretionary)	28,005,526 votes
Against	4,357 votes
Withheld	28,426 votes

In accordance with LR 9.6.18, details of those resolutions passed, which were not ordinary business of the AGM, follow:-

Resolution Type	Votes For (including discretionary)	Votes Against	Votes Withheld*
12 - Special	28,002,775	7,108	28,426
13 - Special	27,555,766	452,617	29,926
14 - Special	28,000,604	7,779	29,926

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes “for” or “against” the Resolution.

The full wording of these resolutions can be found below:

SPECIAL RESOLUTIONS

Resolution 12

THAT the Company be and is hereby authorised, in accordance with section 315 of the Companies (Guernsey) Law, 2008, as amended (the “Companies Law”), subject to the Listing Rules made by the United Kingdom Financial Conduct Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Class A Shares (as defined in the Company’s Articles of Incorporation) which may be cancelled or held as treasury shares, provided that:

1. the maximum number of Class A Shares authorised to be purchased under this authority shall be 6,931,034 Class A Shares (being 14.99 per cent of the Class A Shares in issue (excluding Class A Shares held in treasury)) as at the Latest Practicable Date;
2. the minimum price (exclusive of expenses) which may be paid for a Class A Share is US$0.01;
3. the maximum price (exclusive of expenses) which may be paid for a Class A Share shall be not more than an amount equal to the higher of (a) 5 per cent. above the average mid-market value of the Class A Shares on the regulated market where the repurchase is carried out for the five business days prior to the day the purchase is made and (b) the higher of (i) the price of the last independent trade and (ii) the highest current independent bid price, in each case on the regulated market where the purchase is carried out; and

such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2025 (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may make a contract to acquire Class A Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Class A Shares pursuant to such a contract.

Resolution 13

THAT the Directors be and are hereby authorised, pursuant to Article 5.7 of the Articles of Incorporation, to allot and issue or make offers or agreements to allot and issue, grant rights to subscribe for, or to convert any securities into, Class A Shares (including by way of sale of Class A Shares from treasury) (“Relevant Securities”) for cash up to the aggregate number of Class A Shares equal to 4,619,148 (being 9.99 per cent. of the Class A Shares in issue as at the Latest Practicable Date) (excluding any Class A Shares held in treasury and after giving effect to the exercise of any warrants, options or other convertible securities outstanding as at such date) as if Article 5.2 of the Articles did not apply to any such allotment and issue, such authority to expire on the date which is 15 months from the date of the passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2025 (unless previously renewed, revoked or varied by the Company by a special resolution) save that the Company may, before such expiry, make an offer or agreement which would or might require Relevant Securities to be allotted and issued after such expiry and the Directors may allot and issue Relevant Securities in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.

Resolution 14

THAT in accordance with Section 42 of the Companies Law, the new articles of the Company (a copy of which will be produced to the meeting and signed by the Chairman of the meeting for the purposes of identification) be and are hereby approved and adopted as the new articles of incorporation of the Company in substitution for and to the exclusion of the existing articles of incorporation of the Company.

For further information, please contact:

NBPE Investor Relations          [phone]
Luke Mason                              [e-mail] 

Kaso Legg Communications         [phone]

Charles Gorman                                  [e-mail]

Luke Dampier

Charlotte Francis

About NB Private Equity Partners Limited
NBPE invests in direct private equity investments alongside market leading private equity firms globally. NB Alternatives Advisers LLC (the “Investment Manager”), an indirect wholly owned subsidiary of Neuberger Berman Group LLC, is responsible for sourcing, execution and management of NBPE. The vast majority of direct investments are made with no management fee / no carried interest payable to third-party GPs, offering greater fee efficiency than other listed private equity companies. NBPE seeks capital appreciation through growth in net asset value over time while paying a bi-annual dividend.

LEI number: 213800UJH93NH8IOFQ77

About Neuberger Berman
Neuberger Berman is an employee-owned, private, independent investment manager founded in 1939 with over 2,800 employees in 26 countries. The firm manages $474 billion of equities, fixed income, private equity, real estate and hedge fund portfolios for global institutions, advisors and individuals. Neuberger Berman’s investment philosophy is founded on active management, fundamental research and engaged ownership. UNPRI named the firm a Leader, a designation awarded to fewer than 1% of investment firms for excellence in environmental, social and governance practices. Neuberger Berman has been named by Pensions & Investments as the #1 or #2 Best Place to Work in Money Management for each of the last ten years (firms with more than 1,000 employees). Visit www.nb.com for more information. Data as of April 30, 2024.

This press release appears as a matter of record only and does not constitute an offer to sell or a solicitation of an offer to purchase any security. NBPE is established as a closed-end investment company domiciled in Guernsey. NBPE has received the necessary consent of the Guernsey Financial Services Commission. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results. This document is not intended to constitute legal, tax or accounting advice or investment recommendations. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. Statements contained in this document that are not historical facts are based on current expectations, estimates, projections, opinions and beliefs of NBPE's investment manager. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Additionally, this document contains "forward-looking statements." Actual events or results or the actual performance of NBPE may differ materially from those reflected or contemplated in such targets or forward-looking statements.