RIT Capital Partners PLC Result of AGM (9838N)

TIDMRCP

RNS Number : 9838N

RIT Capital Partners PLC

26 May 2020

26 May 2020

RIT CAPITAL PARTNERS PLC (LEI: P31Q1NLTW35JJGHA4667)

RESULT OF ANNUAL GENERAL MEETING - (ALL RESOLUTIONS PASSED)

AND DIRECTORATE CHANGES

The Annual General Meeting of RIT Capital Partners plc ('Company') was held on Tuesday 26 May 2020.

All resolutions as set out in the Notice of Meeting dated 20 April 2020 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 follow:

 
                                                 FOR/                        VOTES 
RESOLUTION                                        DISCRETIONARY   AGAINST     WITHHELD 
ORDINARY BUSINESS: 
     Approval of the Directors' Report 
      and Accounts for the year ended 31 
1.    December 2019                             73,390,547       30,116      3,683,630 
     Approval of the Directors' Remuneration 
      Report for the year ended 31 December 
2.    2019                                      54,665,997       8,175,770   17,029,086 
     Approval of the Directors' Remuneration 
3.    Policy                                    75,438,607       62,857      4,367,470 
     Re-election of Sir James Leigh-Pemberton 
4.    as a Director                             72,759,384       620,902     3,720,687 
     Re-election of Philippe Costeletos 
5.    as a Director                             73,369,407       13,545      3,720,342 
     Re-election of Maggie Fanari as a 
6.    Director                                  73,396,486       18,611      3,688,197 
     Re-election of André Perold as 
7.    a Director                                73,374,907       6,775       3,721,612 
8.   Re-election of Mike Power as a Director    73,378,128       2,832       3,722,334 
     Re-election of Hannah Rothschild as 
9.    a Director                                73,406,594       11,650      3,685,050 
     Re-election of Jeremy Sillem as a 
10.   Director                                  50,570,344       22,812,151  3,720,798 
11.  Re-election of Amy Stirling as a Director  73,411,761       3,336       3,688,197 
12.  Election of Maxim Parr as a Director       73,365,811       8,504       3,728,979 
     Election of Jonathan Sorrell as a 
13.   Director                                  73,361,491       15,663      3,726,140 
     Re-appointment of Ernst & Young LLP 
14.   as auditors                               73,355,614       44,946      3,702,734 
     To authorise the Directors to fix 
15.   the remuneration of the auditors          73,404,247       10,172      3,688,875 
SPECIAL BUSINESS: 
     To renew the power to allot equity 
16.   securities                                73,289,222       121,969     3,692,103 
     To authorise the Directors to allot 
17.   equity securities for cash                73,406,494       6,433,756   31,129 
     To renew the authority to repurchase 
      up to 14.99 per cent. of the Company's 
18.   issued share capital                      70,119,541       35,992      3,689,114 
     To change the notice period for general 
      meetings other than annual general 
19.   meetings to 14 days                       69,375,318       785,171     3,684,158 
 

Resolutions 1 to 16 were passed as ordinary resolutions and resolutions 17 to 19 were passed as special resolutions. The Board notes that Resolution 10 was passed with more than 20% of votes against. Therefore, the Company will continue to consult relevant shareholders and will respond in due course.

Election of Directors

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

Maxim Parr

Maxim Parr started his career at Jardine Matheson and has over 15 years' experience working in cross-border investment between Asia and Europe. Maxim lived in Beijing for well over a decade where, as Founder and CEO of Atlas Capital Group, he worked alongside FTSE 100 and European corporates on their China investment strategy in startups, growth capital and buyouts. Working between Paris and Asia, Maxim is co-founder and CEO of nr2, a cross border technology investment platform.

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.

Jonathan Sorrell

Jonathan Sorrell is President of Capstone, a global asset manager, having previously been President of Man Group plc. As President of Man Group, Jonathan had responsibility for global sales and marketing, certain investment businesses (Man Global Private Markets and Man Financial Risk Management) and group strategy and M&A. Previously, Jonathan was Chief Financial Officer of Man Group, having joined from Goldman Sachs where he was a Managing Director.

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

Pursuant to Listing Rule 9.6.11R, the Company announces the following changes to the composition of its Board Committees with immediate effect:

Jonathan Sorrell has been appointed to the Audit and Risk Committee;

Maxim Parr has been appointed to the Conflicts Committee, and the Valuation Committee;

Philippe Costeletos has been appointed to the Nominations Committee;

Sir James Leigh-Pemberton has been appointed to the Remuneration Committee; and

Jeremy Sillem has stepped down from the Audit and Risk Committee.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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