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