Network International Holdings PLC Results of Annual General Meeting (3320Z)

TIDMNETW

RNS Number : 3320Z

Network International Holdings PLC

20 May 2021

Network International Holdings Plc

Results of Annual General Meeting 20 May 2021

Network International Holdings Plc (LSE: NETW) (the "Company"), the leading enabler of digital commerce across the Middle East and Africa (MEA), announces that its Annual General Meeting held at 11am on Thursday, 20 May 2021 was successfully concluded. All Resolutions were duly passed by way of a poll.

THE COMPANIES ACT 2006

NETWORK INTERNATIONAL HOLDINGS PLC

(A company limited by shares incorporated under the laws of England and Wales)

RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING OF NETWORK INTERNATIONAL HOLDINGS PLC (THE "COMPANY") HELD IN PHYSICAL AND ELECTRONIC MODE AT THE LINCOLN CENTRE, 18 LINCOLN'S INN FIELDS, LONDON, WC2A 3ED, UNITED KINGDOM AT 11:00AM ON THURSDAY, 20 MAY 2021

Resolutions 1 to 17 (inclusive) were proposed and passed as ORDINARY RESOLUTIONS and Resolutions 18, 19 and 20 were proposed and passed as SPECIAL RESOLUTIONS on a poll, and received the following votes:

 
      Resolutions            Votes      Votes    Votes "Against"     Votes         Votes        % of        Votes 
      passed                 "For"       "For"                      "Against"      Total       Issued     "Withheld" 
                                           %                            %                       Share 
                                                                                               Capital 
                                                                                                Voted 
 
 ORDINARY RESOLUTIONS: 
      To receive the 
      annual report and 
      accounts of the 
      Company for the 
      year ended 31 
      December 
 1    2020.               488,778,848    99.99            33,056         0.01   488,811,904     88.87%       308,399 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To approve the 
      directors' 
      remuneration 
      report for the 
      financial year 
      ended 31 December 
 2    2020 .              478,739,260    98.36         7,968,902         1.64   486,708,162     88.49%     2,412,141 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To Re-elect Mr. 
      Rohinton Kalifa, 
      OBE as a director 
 3    of the Company.     452,915,960    96.33        17,248,882         3.67   470,164,842     85.48%    18,955,461 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To elect Nandan 
      Mer as a 
 4    director.           488,884,613    99.95           235,690         0.05   489,120,303     88.93%             0 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To re-elect 
      Darren 
      Pope as a 
 5    director.           468,601,281    99.67         1,563,562         0.33   470,164,843     85.48%    18,955,460 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To re-elect Anil 
      Dua as a 
 6    director.           489,120,303   100.00                 0         0.00   489,120,303     88.93%             0 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To re-elect 
      Victoria 
      Hull as a 
 7    director.           468,963,900    99.74         1,200,943         0.26   470,164,843     85.48%    18,955,460 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To elect Rohit 
      Malhotra as a 
 8    director.           488,387,694    99.85           732,609         0.15   489,120,303     88.93%             0 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To re-elect Ali 
      Haeri Mazanderani 
 9    as a director.      489,078,200    99.99            42,103         0.01   489,120,303     88.93%             0 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To re-elect Habib 
      Al Mulla as a 
 10   director.           468,963,900    99.74         1,200,943         0.26   470,164,843     85.48%    18,955,460 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To elect Diane 
      Radley as a 
 11   director.           465,339,564    95.14        23,780,739         4.86   489,120,303     88.93%             0 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To elect Monique 
       Shivanandan as 
 12    a director.        489,120,303   100.00                 0         0.00   489,120,303     88.93%             0 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To re-elect 
      Suryanarayan 
      Subramanian as 
 13   a director.         487,687,958    99.71         1,432,345         0.29   489,120,303     88.93%             0 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To re-appoint 
      KPMG 
      LLP as auditors 
      until the 
      conclusion 
      of the next 
      annual 
      general meeting 
      at which 
      the accounts are 
 14   laid.               489,087,246    99.99            33,056         0.01   489,120,302     88.93%             1 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To authorise the 
      audit & risk 
      committee 
      for and on behalf 
      of the board to 
      determine the 
      remuneration 
 15   of the auditors.    488,965,773    99.97           154,423         0.03   489,120,196     88.93%           107 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To grant 
      authority 
      to make political 
 16   donations.          487,775,023    99.96           188,613         0.04   487,963,636     88.72%     1,156,667 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To grant 
      Authority 
 17   to allot shares.    368,382,967    75.32       120,737,336        24.68   489,120,303     88.93%             0 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
 SPECIAL RESOLUTIONS: 
      To grant general 
      authority to 
      dis-apply 
      pre-emption 
 18   rights.             488,999,396   100.00             4,107         0.00   489,003,503     88.91%       116,800 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To grant 
      additional 
      authority to 
      dis-apply 
      pre-emption 
 19   rights              484,973,326    99.18         4,030,176         0.82   489,003,502     88.91%       116,801 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To authorise 
      market 
      purchase of own 
 20   shares              488,932,823    99.99            33,056         0.01   488,965,879     88.90%       154,424 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
      To authorise that 
      a general meeting 
      (other than an 
      annual general 
      meeting) may be 
      called on not 
      less 
      than 14 clear 
      days' 
 21   notice.             454,772,586    92.98        34,347,717         7.02   489,120,303     88.93%             0 
     ------------------  ------------  -------  ----------------  -----------  ------------  ---------  ------------ 
 

Notes:

1. Details of the resolutions are set out in the Notice of Annual General Meeting dated 08 April 2021 (which is available on the Company's website at https://investors.networkinternational.ae/).

2. Resolutions 1 to 17 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 18 to 21 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

3. There were 550,000,000 ordinary shares in issue all of which had the right to vote. None of the ordinary shares were held in treasury.

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

5. In accordance with Listing Rules 9.6.2R and 9.6.3R, copies of the resolutions numbered 18, 19, 20 and 21 will be submitted to the National Storage Mechanism as soon as practicable and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the resolutions may also be obtained from the Notice of Meeting which is available on the Company's website at https://investors.networkinternational.ae/.

We acknowledge that a number of our shareholders did not support resolution 17: Authority to Allot Shares

As explained in the Notice convening the Annual General Meeting, the authority sought by the Company is in accordance with the institutional guidelines issued by the UK Investment Association. While the authority sought is also in line with the prevailing voting guidelines of leading corporate governance agencies applicable to UK listed companies, the Directors have already communicated that they have no present intention of exercising this authority. However, if they do exercise the authority, the Directors intend to follow best practice as regards its use, as recommended by the Investment Association.

Whilst it remains standard market practice for many UK FTSE listed companies to retain this type of authority, we understand that some institutional investors, have speci c policies against supporting this type of resolution. Following the outcome of today's vote, we will continue our ongoing dialogue with shareholders that do not support this authority and will keep best practice in this area under review.

Jaishree Razzaq

Chief Risk Officer & Group Company Secretary

Network International Holdings Plc

Enquiries

Network International [e-mail]

Amie Gramlick: Head of Investor Relations

Finsbury

[e-mail]

James Leviton, Angy Knill: Media Relations

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May 20, 2021 10:00 ET (14:00 GMT)