TIDMBBGI
RNS Number : 2788X
BBGI Global Infrastructure S.A.
30 April 2021
30 April 2021
BBGI Global Infrastructure S.A.
(the "Company")
Results of Annual General Meeting
BBGI Global Infrastructure S.A. (LSE ticker: BBGI), the global
infrastructure investment company, is pleased to announce that, at
the tenth Annual General Meeting of the Company held today, 30
April 2021, each of the Resolutions was duly approved by
shareholders.
Details of the votes validly cast are set out below:
Ordinary Resolutions For Against Withheld
*
Presentation of the reports of (i) the
Management Board and (ii) the Independent
Auditor on the Company's activities during
the financial year ended 31 December
1. 2020 408,349,682 0 0
----------------------------------------------- ------------ ----------- ----------
2. Review and approval of the standalone 408,349,682 0 0
financial statements of the Company for
the financial year which ended on 31
December 2020, allocation of the results
and payment of a dividend
----------------------------------------------- ------------ ----------- ----------
3. Review and approval of the consolidated 408,349,682 0 0
financial statements of the Company for
the financial year which ended on 31
December 2020
----------------------------------------------- ------------ ----------- ----------
4. Discharge and release (quitus) to the 408,349,682 0 0
external auditor, to the current members
of the Management Board, to the current
members of the Supervisory Board of the
Company and to Colin Maltby, who stepped
down as a member and Chairman of the
Supervisory Board with effect from 31
July 2020, for all their duties during,
and in connection with, the financial
year having started on 1 January 2020
and having ended on 31 December 2020
----------------------------------------------- ------------ ----------- ----------
Re-appointment of Sarah Whitney as a
5. member of the Supervisory Board 403,035,880 0 5,313,802
----------------------------------------------- ------------ ----------- ----------
Re-appointment of Jutta af Rosenborg
6. as a member of the Supervisory Board 397,231,520 5,804,360 5,313,802
----------------------------------------------- ------------ ----------- ----------
7. Re-appointment of Howard Myles as a member 378,094,649 24,941,231 5,313,802
of the Supervisory Board
----------------------------------------------- ------------ ----------- ----------
Appointment of Christopher Waples as
a member of the Supervisory Board with
8. effect from 1 May 2021 403,035,880 0 5,313,802
----------------------------------------------- ------------ ----------- ----------
Re-appointment of KPMG as independent
9. auditor of the Company 399,275,916 9,073,766 0
----------------------------------------------- ------------ ----------- ----------
Authorisation of the Management Board
to determine the remuneration of the
10. independent auditor 408,349,682 0 0
----------------------------------------------- ------------ ----------- ----------
11. Authorisation of the Management Board 408,349,682 0 0
to offer shareholders the right to elect
to receive further ordinary shares in
respect of dividends declared for any
financial period or periods of the Company
ending prior to the 2022 AGM
----------------------------------------------- ------------ ----------- ----------
12. Authorisation of the Supervisory Board 315,990,376 82,844,470 9,514,836
to amend the Company's Long-Term Incentive
Plan
----------------------------------------------- ------------ ----------- ----------
13. Authorisation for the Company to continue 408,349,682 0 0
in business as an investment company
in accordance with article 29 of the
Company's Articles
----------------------------------------------- ------------ ----------- ----------
Special Resolutions
------------ ----------- ----------
Authorisation of the Company to make
14. market purchases of its own shares 408,072,761 276,921 0
----------------------------------------------- ------------ ----------- ----------
15. Authorisation of the Management Board 408,342,782 6,900 0
to allot up to the aggregate number of
shares representing less than 10% of
the shares in the Company already admitted
to trading on the London Stock Exchange
----------------------------------------------- ------------ ----------- ----------
16. Increase of the aggregate maximum remuneration 401,066,392 7,283,290 0
that can be paid to the Supervisory Board
to GBP400,000 per year with effect from
1 January 2021
----------------------------------------------- ------------ ----------- ----------
17. Delegation of Powers 408,342,782 0 6,900
----------------------------------------------- ------------ ----------- ----------
The Board notes the votes against Resolution 12 of the AGM
(Amendment to the Long-Term Incentive Plan) for a total of
82,844,470 shares representing 20.77% of those shares voting and
12.46% of the issued share capital.
The Remuneration Committee gave careful consideration to the
executive remuneration structure including taking external advice
which included a third-party benchmarking exercise to ensure that
the remuneration structure is in line with the wider market. The
Board believe it is in the best interests of shareholders to ensure
that the executive team are appropriately incentivised over the
longer term and are pleased that a significant majority of
shareholders approved of this proposal. However, the views of all
shareholders are important to us and therefore the Board intends to
consult with shareholders and their advisers to better understand
any specific concerns they may have and a further update will be
provided in due course.
The full text of the resolutions may be found in the Convening
Notice to Annual General Meeting dated 29 March 2021, copies of
which are available on both the Company's website www.bb-gi.co m **
and on the National Storage Mechanism
https://data.fca.org.uk/#/nsm/nationalstoragemechanism **.
A copy of the Special Resolutions passed at the Annual General
Meeting has been submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism **.
The Results will also be available shortly for viewing on the
Company's website www.bb-gi.com **.
For further information, please contact:
BBGI Management Team +352 263 479-1
Duncan Ball
-----------------------------
Frank Schramm
-----------------------------
Maitland/AMO (Communications
adviser) +44(0) 20 7379 5151
-----------------------------
James Benjamin / Jason Ochere BBGI-maitland@maitland.co.uk
/ Rhys Jones
-----------------------------
NOTES
BBGI Global Infrastructure S.A. (BBGI) is a responsible
infrastructure investment company and a constituent of the FTSE 250
that invests in and actively manages for the long-term a globally
diversified, low-risk portfolio of essential social infrastructure
investments.
BBGI is committed to delivering stable and predictable cash
flows with progressive long-term dividend growth and attractive,
sustainable, returns for shareholders. BBGI has a proactive
approach to preserving and enhancing the value of its investments,
and to delivering well maintained social infrastructure for
communities and end users, whilst serving society by supporting
local communities.
All of BBGI's investments are availability-based and supported
by secure public sector-backed contracted revenues, with
inflation-protection characteristics, that is paid so long as the
assets are available for use.
BBGI's investment portfolio is over 99% operational with all its
investments located across highly rated investment grade countries
with stable, well developed operating environments.
BBGI's in-house management team is incentivised by shareholder
returns and consistently maintains low comparative ongoing charges
to shareholders.
Further information about BBGI is available on its website at
www.bb-gi.com **.
The Company's LEI: 529900CV0RWCOP5YHK95
Any reference to the Company or BBGI refers also to its
subsidiaries (where applicable).
* A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes validly cast.
** Neither the Company's website nor the content of any website
accessible from hyperlinks on its website (or any other website) is
(or is deemed to be) incorporated into, or forms (or is deemed to
form) part of this announcement.
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END
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