JANUS HENDERSON FUND MANAGEMENT UK
LIMITED
LOWLAND INVESTMENT COMPANY
PLC
LEGAL ENTITY IDENTIFIER:
2138008RHG5363FEHV19
28 January 2025
LOWLAND INVESTMENT COMPANY
PLC
Annual General Meeting held
on 28 January 2025
Lowland Investment Company plc
announces that at the Annual General Meeting held earlier today all
resolutions proposed were duly passed on a show of hands. This
included four Special Resolutions authorising:
- up to 10%
of the share capital to be issued or sold out of treasury without
first
offering them to existing
shareholders in accordance with statutory
pre-emption procedures;
- market
purchases of the Company's ordinary shares up to a maximum of
14.99% of the issued ordinary share capital (equivalent to
£965,954.01 nominal value of ordinary shares as at today's date) at
the maximum price per share (exclusive of expenses) not exceeding
the higher of:
i) 105%
of the average middle market quotations for the five business days
preceding the date of purchase; and
ii) the higher
of the last independent bid and the highest current independent bid
on the London Stock Exchange; and
- that a
General Meeting other than an Annual General Meeting may be called
on not less than 14 clear days' notice; and
- that the
Board be permitted to convene a General Meeting via electronic or
hybrid means.
The full text of all the resolutions can be
found in the Notice of Meeting which is on pages 84 - 90 of the
annual report, copies of which are available for viewing at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Proxy votes submitted were as
follows:
|
Resolutions
|
Votes for
(including at Chairman's discretion)
|
%
|
Votes
against
|
%
|
Total
votes cast
|
Votes
cast (excluding votes withheld) as a percentage of total voting
rights
|
Votes
withheld
|
|
1. Annual
Report and audited financial statements
|
65,933,308
|
99.77
|
151,524
|
0.23
|
66,084,832
|
25.64
|
123,274
|
|
2. Directors'
Remuneration Report
|
64,508,634
|
98.37
|
1,065,701
|
1.63
|
65,574,335
|
25.44
|
633,771
|
|
3. Approve a
final dividend of 1.625p per share
|
66,004,297
|
99.82
|
118,572
|
0.18
|
66,122,869
|
25.65
|
85,237
|
|
4. To elect
Mark Lam as a Director
|
65,196,462
|
99.16
|
554,137
|
0.84
|
65,750,599
|
25.51
|
457,507
|
|
5. To re-elect
Duncan Budge as a Director
|
62,691,874
|
95.31
|
3,084,489
|
4.69
|
65,776,363
|
25.52
|
431,743
|
|
6. To re-elect
Susan Gaynor Coley as a Director
|
65,163,070
|
99.09
|
597,616
|
0.91
|
65,760,686
|
25.51
|
447,420
|
|
7. To re-elect
Helena Vinnicombe as a Director
|
65,178,738
|
99.07
|
613,388
|
0.93
|
65,792,126
|
25.52
|
415,980
|
|
8. To re-elect
Thomas Walker as a Director
|
65,203,713
|
99.16
|
553,851
|
0.84
|
65,757,564
|
25.51
|
450,542
|
|
9. Re-appoint Ernst & Young LLP as statutory
auditor
|
65,087,251
|
98.91
|
717,686
|
1.09
|
65,804,937
|
25.53
|
403,169
|
|
10.
Authorise Directors to determine the remuneration of the statutory
Auditor
|
65,473,672
|
99.35
|
430,659
|
0.65
|
65,904,331
|
25.57
|
286,025
|
|
11.
Authority to allot relevant securities
|
65,534,976
|
99.44
|
365,811
|
0.56
|
65,900,787
|
25.57
|
307,319
|
|
12.
Authority to disapply pre-emption rights*
|
64,979,865
|
98.68
|
869,940
|
1.32
|
65,849,805
|
25.55
|
358,301
|
|
13.
Authority to repurchase ordinary shares*
|
65,653,448
|
99.59
|
269,099
|
0.41
|
65,922,547
|
25.58
|
285,559
|
|
14. 14
days' notice for a General Meeting*
|
65,266,384
|
98.98
|
669,699
|
1.02
|
65,936,083
|
25.58
|
272,023
|
|
15.
Convene a General Meeting via electronic or hybrid
means*
|
65,350,091
|
99.23
|
505,358
|
0.77
|
65,855,449
|
25.55
|
352,657
|
* special resolution
For the purposes of section 341 of
the Companies Act 2006, the votes validly cast are expressed in the
table above as a percentage of the Company's total voting rights as
at close of business on 27 January 2025 (257,759,578), being the
time at which a shareholder had to be registered in the Register of
Members in order to vote at the Annual General Meeting. A vote
"withheld" is not a vote in law and has not been counted as a vote
"for" or "against" a resolution.
The number of ordinary shares in
issue at the date of this announcement is 270,185,650 of which
12,426,072 are held in treasury. As at the date of this
announcement the Company's total voting rights therefore comprises
257,759,578 shares with one vote each.
A copy of the proxy results will
shortly be available on the Company's website at:
www.lowlandinvestment.com
A copy of the special business
resolutions will be submitted to the National Storage Mechanism
("NSM") and will shortly be available for inspection on the NSM's
website at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Company announces that it has
authority to repurchase a maximum of 38,638,161 of its ordinary
shares (being its outstanding shareholder authority). Such
authority lasts until the next shareholder authority granted, or
where expressly revoked by shareholders.
The Company instructs J.P. Morgan
Securities plc to act as its broker in respect of its market
purchase transactions. The Company may utilise the authority to
purchase shares by either a single purchase or a series of
purchases when market conditions allow when they are trading at a
discount to the underlying net asset value per share, with the aim
of maximising the benefit to shareholders. This proposal does not
indicate that the Company will purchase shares at any particular
time or price, nor imply any opinion on the part of the Directors
as to the market or other value of the Company's shares. This
arrangement is in accordance with Chapter 12 of the Financial
Conduct Authority's Listing Rules and the Company's general
authority to repurchase shares.
For further information please
contact:
Harriet Hall
PR Director, Janus Henderson
Investors
Telephone: 020 7818 2919
Janus Henderson Secretarial Services
UK Limited
Lowland Investment Company
plc
Tel: 020 7818 1818
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
