RIT Capital Partners PLC Result of AGM (1284X)

TIDMRCP

RNS Number : 1284X

RIT Capital Partners PLC

25 April 2019

25 April 2019

RIT CAPITAL PARTNERS PLC (LEI: P31Q1NLTW35JJGHA4667)

RESULT OF ANNUAL GENERAL MEETING AND DIRECTORATE CHANGE

Annual General Meeting

The Annual General Meeting of RIT Capital Partners plc ('RIT') was held on Thursday 25 April 2019.

All resolutions as set out in the Notice of Meeting dated 20 March 2019 were passed and prints of the items of special business passed will shortly be available for inspection on the National Storage Mechanism.

The proxy votes cast on each resolution were as follows:

 
                                               FOR/                       VOTES 
RESOLUTION                                      DISCRETIONARY   AGAINST    WITHHELD 
ORDINARY BUSINESS: 
     Approval of the Directors' Report 
      and Accounts for the year ended 31 
1.    December 2018                           70,359,556       56,391     17,627 
     Approval of the Directors' Remuneration 
      Report for the year ended 31 December 
2.    2018                                    69,168,847       613,947    650,780 
     Re-election of Lord Rothschild as 
3.    a Director                              58,168,362       4,111,745  8,152,992 
     Re-election of Michael Marks as a 
4.    Director                                69,811,702       603,029    18,843 
5.   Re-election of Mike Power as a Director  70,386,362       15,986     31,227 
     Re-election of Hannah Rothschild as 
6.    a Director                              69,853,200       554,922    25,453 
     Re- election of Amy Stirling as a 
7.    Director                                70,399,495       2,853      31,227 
     Re-election of The Duke of Wellington 
8.    as a Director                           70,353,673       53,394     22,566 
     Re-election of Philippe Costeletos 
9.    as a Director                           70,375,627       26,382     31,566 
     Re-election of André Perold as 
10.   a Director                              70,376,961       25,387     31,227 
     Re-election of Jeremy Sillem as a 
11.   Director                                62,476,902       7,420,223  535,974 
12.  Election of Maggie Fanari as a Director  70,387,323       13,901     32,351 
     Election of Sir James Leigh-Pemberton 
13.   as a Director                           69,841,988       577,971    13,616 
     Re-appointment of Ernst & Young LLP 
14.   as auditors                             70,363,805       38,774     30,996 
     To authorise the Directors to fix 
15.   the remuneration of the auditors        70,389,781       20,221     23,573 
SPECIAL BUSINESS: 
     To renew the power to allot equity 
16.   securities                              70,373,532       31,200     28,843 
     To authorise the Directors to allot 
17.   equity securities for cash              63,037,804       7,882,816  28,948 
     To renew the authority to repurchase 
      up to 14.99 per cent. of the Company's 
18.   issued share capital                    70,377,080       31,923     24,572 
     To change the notice period for general 
      meetings other than annual general 
19.   meetings to 14 days                     69,850,655       564,226    18,694 
 

Resolutions 1 to 16 were passed as ordinary resolutions and resolutions 17 to 19 were passed as special resolutions.

Proxy votes in favour of the Chairman of the Annual General Meeting to be cast at his discretion represented between 0.45% and 0.51 % of all votes cast on the above resolutions.

Election of Directors

Following the passing of all resolutions by shareholders at its Annual General Meeting, RIT announces the following elections to the Board with immediate effect:

Maggie Fanari

Maggie Fanari has been elected to the Board as a Non-executive Director.

Ms. Fanari has been with the Ontario Teacher's Pension Plan since 2006. She has structured and executed large scale, partnership-driven minority investments in both public and private companies across multiple sectors globally. She moved to London in 2015 to head the High Conviction Equities (formerly Relationship Investing) team's direct equities investments for Europe, the Middle East, and Africa.

She started her career as an auditor at KPMG and previously worked in equity research at Scotia Capital. She is a Chartered Accountant, Chartered Financial Analyst charterholder and holds a BBA from the Schulich School of Business, York University. She is also a graduate of the Institute of Corporate Directors.

Ms. Fanari will sit on the Conflicts Committee and Remuneration Committee.

There are no other details that require to be disclosed in respect of her appointment pursuant to Rule 9.6.13 of the UK Listing Rules.

Sir James Leigh-Pemberton

Sir James Leigh-Pemberton has been elected to the Board as a Non-Executive Director.

Sir James joined UK Financial Investments (UKFI) in October 2013 as Chief Executive and in January 2014 James was appointed Executive Chairman. On 1 April 2016 James became Non-Executive Chairman of UKFI. Following the merger of UKFI and UK Government Investments (UKGI), he became Deputy Chairman of UKGI.

Before joining UKFI, he was Managing Director and Chief Executive Officer of Credit Suisse in the UK, based in London. In this role, he was responsible for developing the Bank's client relationships in Private Banking, Investment Banking and Asset Management in the UK. He was also a member of the Credit Suisse Europe, Middle East & Africa (EMEA) Operating Committee. He joined Credit Suisse First Boston (CSFB) in 1994. Prior to joining CSFB, he was a Director of S.G. Warburg Securities, where he worked for 15 years.

In the 2019 New Year Honours List he received a knighthood for services to financial services, British industry and government.

He previously served as an independent non-executive Director of RIT from 2004 to 2013.

Sir James will sit on the Nominations Committee and Valuation Committee.

Sir James served as a Director of Shepherd Neame Limited until September 2016. There are no other details that require to be disclosed in respect of his appointment pursuant to Rule 9.6.13 of the UK Listing Rules.

Composition of Board Committees

Philippe Costeletos has been appointed as Senior Independent Director with immediate effect, replacing Michael Marks, who is now deemed to be a Non-Independent Director. In addition, Mr Costeletos has been appointed to the Conflicts Committee, with immediate effect and will become Chairman of the Conflicts Committee on 22 July 2019.

Jeremy Sillem has been appointed as a member of the Nominations Committee, with immediate effect. In addition, Mr. Sillem will be appointed to the Conflicts Committee with effect on 22 July 2019.

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April 25, 2019 07:48 ET (11:48 GMT)