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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April 30, 2021 09:16 ET (13:16 GMT)

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