GCP Infrastructure Investments
Limited
("GCP Infra" and/or the
"Company")
LEI213800W64MNATSIV5Z47
Result of Annual General
Meeting ("AGM")
GCP Infra today announces the results of voting at the Annual General
Meeting of the Company held on Thursday 13 February 2025 at the
Registered Office of the Company.
Each of the Ordinary Resolutions and
Special Resolutions proposed in the notice and agenda of the AGM
were duly passed by the shareholders on a poll. The results of the
voting are
noted as follows:
|
Summary Resolutions1
|
For /
Discretion2
|
%
|
Against
|
%
|
Withheld
|
|
1. Ordinary
Resolution: THAT the Report of the Directors and the audited
financial statements of the Company for the year ended 30 September
2024 be adopted.
|
494,034,262
|
99.98
|
78,879
|
0.02
|
86,384
|
|
2. Ordinary
Resolution: THAT the Directors' remuneration report for the year
ended 30 September 2024 be received and approved.
|
493,630,033
|
99.91
|
423,149
|
0.09
|
146,343
|
|
3. Ordinary
Resolution: THAT the Directors' remuneration policy for the year
ended 30 September 2024 be received and approved.
|
493,519,784
|
99.90
|
515,196
|
0.10
|
164,545
|
|
4. Ordinary
Resolution: THAT Julia Chapman be re-elected as a director of the
Company.
|
419,121,400
|
86.13
|
67,497,077
|
13.87
|
7,581,048
|
|
5. Ordinary
Resolution: THAT Steven Wilderspin be re-elected as a director of
the Company.
|
463,963,768
|
99.83
|
767,748
|
0.17
|
29,468,009
|
|
6. Ordinary
Resolution: THAT Dawn Crichard be re-elected as a director of the
Company.
|
486,247,003
|
99.93
|
364,892
|
0.07
|
7,587,630
|
|
7. Ordinary
Resolution: THAT Andrew Didham be re-elected as a director of the
Company.
|
467,549,639
|
96.08
|
19,062,256
|
3.92
|
7,587,630
|
|
8. Ordinary
Resolution: THAT Alex Yew be re-elected as a director of the
Company.
|
486,266,034
|
99.93
|
353,443
|
0.07
|
7,580,048
|
|
9. Ordinary
Resolution: THAT Ian Brown be elected as a director of the
Company.
|
486,321,474
|
99.94
|
297,411
|
0.06
|
7,580,640
|
|
10. Ordinary
Resolution: THAT the Company's Dividend policy be
approved.
|
494,040,061
|
99.99
|
64,379
|
0.01
|
95,085
|
|
11. Ordinary
Resolution: THAT KPMG Channel Islands Limited be re-appointed as
Auditors to the Company.
|
455,457,142
|
92.18
|
38,629,179
|
7.82
|
113,204
|
|
12. Ordinary
Resolution: THAT the Audit and Risk Committee be authorised to
determine the remuneration of KPMG Channel Islands
Limited.
|
493,923,325
|
99.97
|
142,810
|
0.03
|
133,390
|
|
13. Ordinary
Resolution: THAT the Company be authorised to hold Ordinary Shares
purchased pursuant to the authority granted under Resolution (14)
as treasury shares.
|
494,019,200
|
99.97
|
127,422
|
0.03
|
52,903
|
|
14. Special
Resolution: THAT the Company be authorised to make market purchases
of up to 129,795,809 Ordinary Shares.
|
494,050,867
|
99.98
|
114,653
|
0.02
|
34,005
|
|
15. Special
Resolution: THAT the Directors be authorised to allot and issue up
to 88,479,766 Ordinary Shares, as if pre-emption rights in the
articles did not apply.
|
481,322,793
|
97.41
|
12,782,408
|
2.59
|
94,324
|
|
16. Special Resolution: THAT, in
accordance with the Companies Law, the Revised Articles be and are
hereby
adopted
(to the exclusion of, and in substitution for, the Articles) as the
articles of association of the Company, with effect from
the
conclusion of the AGM.
|
493,685,583
|
99.92
|
371,598
|
0.08
|
142,344
|
1. The full
text of the resolutions may be found in the notice of the Annual
General Meeting, a copy of which is available on
both the Company's website at https://www.graviscapital.com/funds/gcp-infra/fund-info
and on the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
2. Any proxy
appointments which gave discretion to the Chairman or a third party
were voted for the resolution.
The Board notes that votes in excess
of 10%, of total votes cast, were received against the resolution
to re-elect Julia Chapman due to concerns around independence. As
communicated in the Company's Annual Report and Accounts, Julia
Chapman will retire from the Board later in 2025.
The AIC Code of Corporate Governance
(the "AIC Code") notes that where a significant proportion of votes
have been cast against a resolution at a general meeting, a company
should explain what actions it has taken to understand the reasons
behind the vote. For these purposes, the AIC Code considers 20% or
more of votes cast against a board recommendation for a resolution
as being "significant" as opposed to PIRC, who considers 10% or
more votes cast against a resolution as being
significant.
In accordance with Listing Rule
14.3.6 (2), the full text 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.
For further information, please
contact:
|
Gravis Capital Management Limited
Philip Kent
Max Gilbert
Cameron Gardner
|
+44 (0)20
3405 8500
|
|
RBC Capital Markets
Matthew Coakes
Elizabeth Evans
|
+44 (0)20
7653 4000
|
|
Stifel Nicolaus Europe Limited
Edward Gibson-Watt
Jonathan Wilkes-Green
|
+44 (0)20
7710 7600
|
|
Burson Buchanan Limited
Helen Tarbet
Samuel Adams
Henry Wilson
|
+44 (0)20
7466 5000
|
Notes to the Editor
About GCP Infra
GCP Infra is a closed-ended
investment company and FTSE-250 constituent whose shares are traded
on the main market of the London Stock Exchange. Its objective is
to provide shareholders with regular, sustained, long-term
distributions and to preserve capital over the long term by
generating exposure to UK infrastructure debt and related and/or
similar assets.
The Company primarily targets
investments in infrastructure projects with long term, public
sector-backed, availability-based revenues. Where possible,
investments are structured to benefit from partial inflation
protection. GCP Infra is advised by Gravis Capital Management
Limited.
GCP Infra has been awarded
with the London Stock Exchange's Green Economy
Mark in recognition of its contribution to positive environmental
outcomes.
