TIDMHCFT

RNS Number : 7672Z

Highcroft Investments PLC

17 May 2023

Annual General Meeting 2023

Highcroft Investments plc

(the "Company" or "Highcroft")

Results of the Annual General Meeting held on 17 May 2023

Highcroft announces that at its Annual General Meeting, which was held at 12.00 noon today, all the proposed resolutions were duly approved by the shareholders by way of a poll. Resolutions 1 to 11 were proposed as ordinary resolutions and Resolution 12 as a special resolution. The full text of the resolutions considered at the AGM are contained in the Notice of AGM published on 17 April 2023 which is available on the Company's website at www.highcroftplc.com . Results of the poll vote on each resolution are set out below.

Under the Financial Conduct Authority's Listing Rules, because the Kingerlee Concert Party is classed as a "controlling shareholder" (defined as a person who exercises or controls, on their own or together with any other person with whom they are acting in concert, 30% or more of the voting rights in the Company) a resolution for the election and re-election of independent directors must be approved by an ordinary resolution of, the shareholders and separately approved by, those shareholders who are not controlling shareholders (the "Independent Shareholders").

Accordingly, the results below show the voting by all shareholders and, separately, on resolutions 5 and 6 only, the voting by the Independent Shareholders (which excludes the voting interest of the Kingerlee Concert Party, as controlling shareholder, holding 2,127,382 ordinary shares which represents 40.86% of the issued ordinary share capital of the Company).

 
                                        In favour          Against 
      RESOLUTION                      Votes       %     Votes     %     Withheld 
     ----------------------------  ----------  ------  -------  -----  --------- 
      To receive the 2022 
 1     Annual Report                2,804,600    100      0       0        0 
     ----------------------------  ----------  ------  -------  -----  --------- 
      To approve a final property 
       income distribution 
       of 33p per share on 
       the ordinary shares 
 2     of the Company               2,804,600    100      0       0        0 
     ----------------------------  ----------  ------  -------  -----  --------- 
      To approve the directors' 
 3     remuneration report          2,781,011   99.16   23,589   0.84      0 
     ----------------------------  ----------  ------  -------  -----  --------- 
      To approve the directors' 
 4     remuneration policy          2,781,011   99.16   23,589   0.84      0 
     ----------------------------  ----------  ------  -------  -----  --------- 
      To re-elect Charles 
 5     Butler                       2,801,877   99.90   2,723    0.10      0 
     ----------------------------  ----------  ------  -------  -----  --------- 
 6    To re-elect Simon Costa       2,801,877   99.90   2,723    0.10      0 
     ----------------------------  ----------  ------  -------  -----  --------- 
      To re-elect Roberta 
 7     Miles                        2,801,877   99.90   2,723    0.10      0 
     ----------------------------  ----------  ------  -------  -----  --------- 
 8    To elect Paul Leaf-Wright     2,786,074   99.99    287     0.01    18,239 
     ----------------------------  ----------  ------  -------  -----  --------- 
 9    To elect David Warlow         2,786,074   99.99    287     0.01    18,239 
     ----------------------------  ----------  ------  -------  -----  --------- 
 10   Reappointment of auditor      2,804,600    100      0       0        0 
     ----------------------------  ----------  ------  -------  -----  --------- 
 11   Remuneration of auditor.      2,804,600    100      0       0        0 
     ----------------------------  ----------  ------  -------  -----  --------- 
      Authority for reduced 
       notice of a general 
       meeting other than an 
 12    AGM                          2,802,100   99.91   2,500    0.09      0 
     ----------------------------  ----------  ------  -------  -----  --------- 
 

Votes of Independent Shareholders (excluding the voting interest of the Kingerlee Concert Party)

 
                                   In favour        Against 
     RESOLUTION                  Votes      %     Votes    %     Withheld 
    -------------------------  --------  ------  ------  -----  --------- 
 5   Re-elect Charles Butler.   937,404   99.71   2,723   0.29      0 
    -------------------------  --------  ------  ------  -----  --------- 
 6   Re-elect Simon Costa.      937,404   99.71   2,723   0.29      0 
    -------------------------  --------  ------  ------  -----  --------- 
 

Notes:

(a) The votes in favour include those votes giving the Chairman discretion.

(b) A vote withheld is not a vote in law and is not counted in the votes for or against a resolution.

Enquiries:

Highcroft Investments PLC

   Paul Leaf-Wright/Roberta Miles                                                   01869 352766 
 
 
 Singer Capital Markets 
 Peter Steel / Alex Emslie - Corporate Finance     020 7496 3000 
 

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