REG - City of Lon Inv Grp - Result of AGM and Board and Committee change

City of London InvestmentAnnouncement

28/10/2024 16:15

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RNS Number : 9222J  City of London Investment Group PLC  28 October 2024

28 October 2024

 

City of London Investment Group plc

("City of London" or the "Company")

 

Result of Annual General Meeting

and

Board and Committee change

 

City of London announces that, at the Annual General Meeting ("AGM") of the
Company held on 28 October 2024:

 

Resolutions 1 to 10 as set out in the Notice of AGM dated 23 September 2024
were passed following a poll on each resolution.

 

Resolutions 1 to 9 were proposed as Ordinary Resolutions and resolution 10 was
proposed as Special Resolution.

 

The table below details votes cast on each resolution.

 

 

                                                                                 Votes For   %       Votes Against  %      Total Votes (excluding withheld)  Votes Withheld  % of Issued Share Capital Voted
 Ordinary Resolutions
 Resolution 1: To receive the Directors' Report and accounts                     18,192,821  99.95%  9,450          0.05%  1,045,207                         18,202,271      35.92%
 Resolution 2: To approve the Directors' Remuneration Report                     17,381,872  97.08%  523,320        2.92%  1,282,888                         17,905,192      35.33%
 Resolution 3: To declare a final dividend of 22p per Ordinary Share of 1p each  18,228,102  99.99%  2,327          0.01%  1,022,679                         18,230,429      35.97%
 in the Company ("Ordinary Shares"), payable on 7 November 2024
 Resolution 4: To re-elect Thomas Griffith as a Director                         17,909,947  98.57%  259,348        1.43%  1,071,590                         18,169,295      35.85%
 Resolution 5: To re-elect Rian Dartnell as a Director                           17,348,193  95.50%  817,720        4.50%  1,074,295                         18,165,913      35.84%
 Resolution 6: To re-elect Peter Roth as a Director                              17,769,256  97.81%  397,214        2.19%  1,073,849                         18,166,470      35.85%
 Resolution 7: To elect Sarah Ing as a Director                                  18,129,579  99.86%  24,968         0.14%  1,083,388                         18,154,547      35.82%
 Resolution 8: To re-appoint Grant Thornton UK LLP as auditors of the Company    10,212,784  96.67%  352,219        3.33%  17,479,570                        10,565,003      20.85%
 Resolution 9:  To authorise the Audit & Risk Committee of the Company to        10,283,951  96.94%  325,121        3.06%  17,435,501                        10,609,072      20.93%
 fix the remuneration of the auditors
 Special Resolution
 Resolution 10: That the trustees of City of London Employee Benefit Trust be    18,179,197  99.94%  10,624         0.06%  1,055,168                         18,189,821      35.89%
 authorised to hold Ordinary Shares in the capital of the Company from time to
 time, for and on behalf of the Employee Share Ownership Plan and Employee
 Incentive Plan, up to a maximum in aggregate equal to 10% of the issued
 Ordinary Share capital of the Company

 

Notes:

 1)    Following the completion of the merger with Karpus Management, Inc.
 on 1 October 2020, the Company has a "Controlling Shareholder Group", which
 has agreed to limit their voting rights to the lower of: (i) the number of
 shares held by them; and (ii) 24.99 per cent. of the votes cast on any
 resolution by all shareholders. The Controlling Shareholder Group cast votes
 in excess of 24.99 per cent. of the votes cast on the resolutions by all
 shareholders and, accordingly, the number of votes stated above as being cast
 "in favour", "against" and those "withheld" have been reduced accordingly.
 2)    The total number of Ordinary Shares of 1p each in the Company in
 issue at close of business on 24 October 2024 and the number used for the
 percentage of issued share capital voted was 50,679,095.
 3)    The percentage of issued share capital voted calculation uses total
 votes cast (including votes withheld) as adjusted per the Controlling
 Shareholder Group calculation detailed in point 1, above.
 4)    The votes "for" include those giving the Chair of the AGM discretion.
 5)    Votes "for" and "against" are expressed as a percentage of the number
 in the total votes cast column (excluding votes withheld).
 6)    The percentages above are rounded to two decimal places.
 7)    A vote withheld is not a vote in law and is not counted in the
 calculation of votes "for" or "against" a resolution.

 

Resolutions 5, 6, and 7 related to the election and re-election of the
Independent Directors. Under the Listing Rules, because the Controlling
Shareholder Group together control in concert more than 30 per cent. of the
voting rights of the Company (even though they have agreed to limit their
voting rights as stated above), the re-election of an Independent Director by
shareholders must be approved by a majority of both: (i) the shareholders of
the Company; and (ii) the independent shareholders of the Company (that is,
the shareholders of the Company entitled to vote on the election of
Independent Directors who are not part of the Controlling Shareholder Group).
The Company has separately counted the number of votes cast by the independent
shareholders in favour of resolutions 5, 6, and 7 and has determined that, in
each case, the second threshold referred to in (ii) above has also been met.
Notes 4 to 7 above also apply to the following table.

 

 Resolution                                               Votes For   %       Votes Against  %      Votes Total (excluding withheld)  Votes Withheld
 Resolution 5: To re-appoint Rian Dartnell as a Director  10,608,321  92.84%  817,720        7.16%  1,071,590                         11,426,041
 Resolution 6: To re-appoint Peter Roth as a Director     11,029,273  96.52%  397,214        3.48%  1,074,295                         11,426,487
 Resolution 7: To appoint Sarah Ing as a Director         11,391,980  99.78%  24,968         0.22%  1,073,849                         11,416,948

 

In accordance with Listing Rule 6.4.2R, copies of the resolutions comprising
special business have been made available for inspection on the National
Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

 City of London also announces that as a result of Tazim Essani not seeking
 re-election at today's AGM, she will cease to be a Director of the Company
 forthwith, and Sarah Ing, having been elected as a Director of the Company,
 shall become Chair of the Remuneration Committee with immediate effect.

 

 

For further information, please visit http://www.clig.co.uk/
(http://www.clig.co.uk/) or contact:

 

Tom Griffith, CEO

City of London Investment Group PLC

Tel: 001-610-380-0435

 

Martin Green, James Hornigold

Zeus Capital Limited

Financial Adviser & Broker

Tel: +44 (0)20 3829 5000

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