REG - Capital Limited - Result of AGM

CapitalAnnouncement

18/05/2023 14:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230518:nRSR9312Za&default-theme=true

RNS Number : 9312Z  Capital Limited  18 May 2023

 For Immediate Release  18 May 2023

 

 

Capital Limited

("Capital", the "Group" or the "Company")

 

Results of Annual General Meeting

 

The Board of Directors of Capital Limited announces that all resolutions put
to shareholders at today's Annual General Meeting ("AGM") were duly passed by
the requisite majorities on a poll.

 

The Company's issued share capital eligible to be voted at the AGM was
193,696,920 shares and 78.9% of the Company's issued share capital was voted
at the AGM.

 

During today's AGM, Executive Chairman Jamie Boyton gave a presentation
followed by a Q&A session with CEO Peter Stokes, for shareholders. The
presentation can be found here
(https://www.capdrill.com/investors/announcements)
(https://www.capdrill.com/investors/announcements
(https://www.capdrill.com/investors/announcements) ).

 

The full text of each resolution is contained in the Notice of AGM, (also
available on the Company's website at
https://www.capdrill.com/investors/announcements
(https://www.capdrill.com/investors/announcements) ). The total number of
votes cast for each resolution is set out below:

 

 RESOLUTION NUMBER                                                               FOR          % VOTES CAST  AGAINST     % VOTES CAST  VOTES WITHHELD  TOTAL
 Ordinary Resolution 1: Adopt the Report & Accounts for year ended 2022          151,450,846  100.00        0           0.00          1,467,153       151,450,846

 Ordinary Resolution 2: Approval of the Directors' Remuneration Report for year  149,242,899  98.56         2,175,100   1.44          1,500,000       151,417,999
 ended 2022
 Ordinary Resolution 3: Re-election of Alexander Davidson*                       99,210,912   71.03         40,464,698  28.97         13,242,389      139,675,610
 Ordinary Resolution 4:  Re-election of David Abery                              130,708,429  86.32         20,709,570  13.68         1,500,000       151,417,999
 Ordinary Resolution 5: Re-election of Michael Rawlinson                         145,879,275  95.40         7,038,724   4.60          0               152,917,999
 Ordinary Resolution 6: Re-election of Jamie Boyton                              145,042,253  94.85         7,875,746   5.15          0               152,917,999
 Ordinary Resolution 7: Re-election of Peter Stokes                              152,764,979  99.90         153,020     0.10          0               152,917,999

 

 RESOLUTION NUMBER                                                       FOR          % VOTES CAST  AGAINST    % VOTES CAST  VOTES WITHHELD  TOTAL
 Ordinary Resolution 8: Re-election of Brian Rudd                        151,216,847  99.87         201,152    0.13          1,500,000       151,417,999
 Ordinary Resolution 9: Re-election of Catherine (Cassie) Boggs          147,210,052  97.08         4,432,947  2.92          1,275,000       151,642,999
 Ordinary Resolution 10: Re-appointment of BDO LLP (auditor)             151,308,629  98.95         1,609,370  1.05          0               152,917,999
 Ordinary Resolution 11: authorise the Directors to agree the auditor's  152,840,757  99.95         76,542     0.05          700             152,917,299
 remuneration
 Ordinary Resolution 12: authority to allot relevant securities          150,455,368  98.39         2,461,431  1.61          1,200           152,916,799
 Special Resolution 13: disapplication of pre-emption rights             150,452,729  98.39         2,464,270  1.61          1,000           152,916,999

 Special Resolution 14: market purchase of ordinary shares               150,772,543  99.16         1,275,000  0.84          870,456         152,047,543

 

*The Board notes that for resolution 3, the re-election of Alexander Davidson,
28.97% votes were recorded against his reappointment. The Board notes that Mr
Davidson is no longer considered independent in terms of provision 10 of the
2018 UK Corporate Governance Code ("the Code") due to the time he has served
on the Capital board.

 

The Board is cognisant of the requirements of the Code and wishes to comply
with it as far as is practicable.

 

With immediate effect Mr Davidson will step down from the Audit, Remuneration
and Nomination Committees and Cassie Boggs will be appointed to the Audit
Committee. Following this, each one of the three governance committees will be
comprised solely of independent non-executive directors.

 

At the same time, it is important to note that the new Listing Rule on
diversity & inclusion came into effect for financial periods commencing on
or after 1 April 2022 and, as stated in the Company's 2022 Annual Report, a
search is underway for an additional female independent director to join the
Capital Board.

 

When this search is completed and the new director is appointed, the
complement of the governance committees may be changed, but they will still be
comprised solely of independent non-executive directors.

 

It is intended that, due to his skills and experience which are of significant
and unique value to the Company, Mr Davidson will remain on the Board as a
non-executive director, but as he is not considered independent, he will as
above not serve on any of the governance committees.

 

The Company will consult with shareholders shortly with regards to the above
plans, and take any comments raised into account as these plans are actioned.
In accordance with provision 4 of the Code, the Board will provide an update
on these shareholder engagements within six months of the AGM.

 

 

A copy of the results of the AGM, along with a copy of resolutions passed
other than those concerning ordinary business at the AGM, have been submitted
to the Financial Services Authority's National Storage Mechanism and will
shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

- ENDS -

For further information, please visit Capital's website www.capdrill.com or
contact

Capital Limited
 
investor@capdrill.com

Jamie Boyton, Executive Chairman
 

Peter Stokes, Chief Executive
Officer

Rick Robson, Chief Financial Officer

Conor Rowley, Investor Relations & Corporate Development Manager

 

Tamesis Partners LLP
 
+44 20 3882 2868

Charlie Bendon

Richard Greenfield

 

Stifel Nicolaus Europe Limited
 
+44 20 7710 7600

Ashton Clanfield

Callum Stewart

Rory Blundell

 

Buchanan
 
+44 20 7466 5000

Bobby
Morse
                   capital@buchanan.uk.com

George Pope

 

About Capital Limited

 

Capital Limited is a leading mining services company providing a complete
range of drilling, mining, maintenance and geochemical laboratory solutions to
customers within the global minerals industry, focusing on the African
markets. The Company's services include: exploration, delineation and
production drilling; load and haul services; maintenance; and geochemical
analysis. The Group's corporate headquarters are in London and it has
established operations in Canada, Côte d'Ivoire, Egypt, Guinea, Kenya, Mali,
Mauritania, Nigeria, Saudi Arabia, Sudan and Tanzania.

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGGPUGPAUPWGWR