REG - City of Lon Inv Grp - Result of AGM

City of London InvestmentAnnouncement

31/10/2022 16:30

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RNS Number : 7920E  City of London Investment Group PLC  31 October 2022

City of London Investment Group plc

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

 

Result of Annual General Meeting

 

City of London announces that, at the Annual General Meeting ("AGM") of the
Company held on 31 October 2022, the resolutions set out in the Notice of AGM
dated 15 September 2022 were passed following a poll on each resolution.

 

Resolutions 1 to 14 were passed as Ordinary Resolutions and resolutions 15 to
19 were passed as Special Resolutions. 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                     16,727,539  99.99%   1,147          0.01%   16,728,686                        0               33.01%
 Resolution 2: To approve the Directors' Remuneration Report                     15,511,689  92.79%   1,205,297      7.21%   16,716,986                        11,700          32.99%
 Resolution 3: To approve the remuneration policy                                16,231,003  97.67%   387,513        2.33%   16,618,516                        110,170         32.79%
 Resolution 4: The declare a final dividend of 22p per Ordinary Share of 1p      16,728,648  100.00%  38             0.00%   16,728,686                        0               33.01%
 each in the Company ("Ordinary Shares"), payable on 4 November 2022
 Resolution 5: To re-appoint Barry Aling as a Director                           16,717,314  99.99%   1,935          0.01%   16,719,249                        9,437           32.99%
 Resolution 6: To re-appoint Thomas Griffith as a Director                       16,717,314  99.99%   1,935          0.01%   16,719,249                        9,437           32.99%
 Resolution 7: To re-appoint Rian Dartnell as a Director                         16,391,820  98.04%   327,429        1.96%   16,719,249                        9,437           32.99%
 Resolution 8: To re-appoint Tazim Essani as a Director                          16,594,256  99.25%   124,993        0.75%   16,719,249                        9,437           32.99%
 Resolution 9: To re-appoint George Karpus as a Director                         16,717,314  99.99%   1,935          0.01%   16,719,249                        9,437           32.99%
 Resolution 10: To re-appoint Peter Roth as a Director                           16,594,186  99.25%   125,063        0.75%   16,719,249                        9,437           32.99%
 Resolution 11: To re-appoint Jane Stabile as a Director                         16,594,256  99.25%   124,993        0.75%   16,719,249                        9,437           32.99%
 Resolution 12: To re-appoint RSM UK Audit LLP as auditors of the Company        16,718,699  99.94%   9,987          0.06%   16,728,686                        0               33.01%
 Resolution 13: To authorise the Audit & Risk Committee of the Company to        16,670,524  99.65%   58,162         0.35%   16,728,686                        0               33.01%
 fix the remuneration of the auditors
 Resolution 14: To authorise the Directors to allot shares                       15,238,648  91.20%   1,471,125      8.80%   16,709,773                        18,913          32.97%
 Special Resolutions
 Resolution 15: To authorise the Employee Benefit Trust to hold Ordinary Shares  16,407,790  98.13%   313,089        1.87%   16,720,879                        7,807           32.99%
 up to a maximum aggregate of 10% of the issued Ordinary Share capital of the
 Company
 Resolution 16: Authority to disapply rep-emption rights                         14,214,231  85.02%   2,504,655      14.98%  16,718,886                        9,800           32.99%
 Resolution 17: Additional authority to disapply pre-emption rights              11,223,118  82.25%   2,422,421      17.75%  13,645,539                        14,784,304      26.93%
 Resolution 18: To authorise the Company to make market purchases of Ordinary    16,720,488  99.95%   8,198          0.05%   16,728,686                        0               33.01%
 Shares
 Resolution 19: To authorise the Directors to call a general meeting, other      15,922,142  95.20%   803,169        4.80%   16,725,311                        3,375           33.00%
 than an AGM, on not less than 14 clear days' notice

 

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 27 October 2022 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 total
votes cast (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, 7, 8, 10 and 11 related to the 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, 7, 8, 10 and 11 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 Barry Aling as a Director    9,544,830  100.00%  38             0.00%  9,544,868                         0
 Resolution 7: To re-appoint Rian Dartnell as a Director  9,219,336  99.98%   1,935          0.02%  9,221,271                         9,437
 Resolution 8: To re-appoint Tazim Essani as a Director   9,421,772  98.69%   124,993        1.31%  9,546,765                         9,437
 Resolution 10: To re-appoint Peter Roth as a Director    9,421,702  99.89%   9,987          0.11%  9,431,689                         0
 Resolution 11: To re-appoint Jane Stabile as a Director  9,421,772  99.39%   58,162         0.61%  9,479,934                         0

 

In accordance with Listing Rule 9.6.2R, 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) .

 

For further information, please visit www.clig.com or contact:

 

Tom Griffith (CEO)

City of London Investment Group PLC

Tel: 001 610 380 0435

 

Martin Green

Zeus Capital Limited

Financial Adviser & Broker

Tel: +44 (0)20 3829 5000

 

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