REG - GCP Infra Inv Ltd - Result of AGM

GCP Infrastructure InvestmentsAnnouncement

13/02/2025 12:45

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RNS Number : 9212W  GCP Infrastructure Investments Ltd  13 February 2025

 

GCP Infrastructure Investments Limited

("GCP Infra" and/or the "Company")

LEI213800W64MNATSIV5Z47

 

Result of Annual General Meeting ("AGM")

 

GCP Infra today announces the results of voting at the Annual General Meeting
of the Company held on Thursday 13 February 2025 at the Registered Office of
the Company.

 

Each of the Ordinary Resolutions and Special Resolutions proposed in the
notice and agenda of the AGM were duly passed by the shareholders on a poll.
The results of the voting are noted as follows:

 

 Summary Resolutions(1)                                                          For / Discretion(2)  %      Against     %      Withheld
 1.    Ordinary Resolution: THAT the Report of the Directors and the audited     494,034,262          99.98  78,879      0.02   86,384
 financial statements of the Company for the year ended 30 September 2024 be
 adopted.
 2.    Ordinary Resolution: THAT the Directors' remuneration report for the      493,630,033          99.91  423,149     0.09   146,343
 year ended 30 September 2024 be received and approved.
 3.    Ordinary Resolution: THAT the Directors' remuneration policy for the      493,519,784          99.90  515,196     0.10   164,545
 year ended 30 September 2024 be received and approved.
 4.    Ordinary Resolution: THAT Julia Chapman be re-elected as a director       419,121,400          86.13  67,497,077  13.87  7,581,048
 of the Company.
 5.    Ordinary Resolution: THAT Steven Wilderspin be re-elected as a            463,963,768          99.83  767,748     0.17   29,468,009
 director of the Company.
 6.    Ordinary Resolution: THAT Dawn Crichard be re-elected as a director       486,247,003          99.93  364,892     0.07   7,587,630
 of the Company.
 7.    Ordinary Resolution: THAT Andrew Didham be re-elected as a director       467,549,639          96.08  19,062,256  3.92   7,587,630
 of the Company.
 8.    Ordinary Resolution: THAT Alex Yew be re-elected as a director of the     486,266,034          99.93  353,443     0.07   7,580,048
 Company.
 9.    Ordinary Resolution: THAT Ian Brown be elected as a director of the       486,321,474          99.94  297,411     0.06   7,580,640
 Company.
 10. Ordinary Resolution: THAT the Company's Dividend policy be approved.        494,040,061          99.99  64,379      0.01   95,085
 11. Ordinary Resolution: THAT KPMG Channel Islands Limited be re-appointed as   455,457,142          92.18  38,629,179  7.82   113,204
 Auditors to the Company.
 12.   Ordinary Resolution: THAT the Audit and Risk Committee be authorised      493,923,325          99.97  142,810     0.03   133,390
 to determine the remuneration of KPMG Channel Islands Limited.
 13.   Ordinary Resolution: THAT the Company be authorised to hold Ordinary      494,019,200          99.97  127,422     0.03   52,903
 Shares purchased pursuant to the authority granted under Resolution (14) as
 treasury shares.
 14.   Special Resolution: THAT the Company be authorised to make market         494,050,867          99.98  114,653     0.02   34,005
 purchases of up to 129,795,809 Ordinary Shares.
 15.   Special Resolution: THAT the Directors be authorised to allot and         481,322,793          97.41  12,782,408  2.59   94,324
 issue up to 88,479,766 Ordinary Shares, as if pre-emption rights in the
 articles did not apply.
 16. Special Resolution: THAT, in accordance with the Companies Law, the         493,685,583          99.92  371,598     0.08   142,344
 Revised Articles be and are hereby

        adopted (to the exclusion of, and in substitution for, the
 Articles) as the articles of association of the Company, with effect from the

        conclusion of the AGM.

 

1.        The  full text of the resolutions may be found in the notice
of the Annual General Meeting, a copy of which is available on     both
the Company's website
at https://www.graviscapital.com/funds/gcp-infra/fund-info
(https://www.graviscapital.com/funds/gcp-infra/fund-info) and
on the National Storage   Mechanism
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

2.        Any proxy appointments which gave discretion to the Chairman
or a third party were voted for the resolution.

 

The Board notes that votes in excess of 10%, of total votes cast, were
received against the resolution to re-elect Julia Chapman due to concerns
around independence. As communicated in the Company's Annual Report and
Accounts, Julia Chapman will retire from the Board later in 2025.

 

The AIC Code of Corporate Governance (the "AIC Code") notes that where a
significant proportion of votes have been cast against a resolution at a
general meeting, a company should explain what actions it has taken to
understand the reasons behind the vote. For these purposes, the AIC Code
considers 20% or more of votes cast against a board recommendation for a
resolution as being "significant" as opposed to PIRC, who considers 10% or
more votes cast against a resolution as being significant.

 

In accordance with Listing Rule 14.3.6 (2), the full text of the special
resolutions passed at the Annual General Meeting has been submitted to
the 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) .

 

For further information, please contact:

 

 Gravis Capital Management Limited  +44 (0)20 3405 8500

 Philip Kent

 Max Gilbert

 Cameron Gardner

 RBC Capital Markets                +44 (0)20 7653 4000

 Matthew Coakes

 Elizabeth Evans

 Stifel Nicolaus Europe Limited     +44 (0)20 7710 7600

 Edward Gibson-Watt

 Jonathan Wilkes-Green

 Burson Buchanan Limited            +44 (0)20 7466 5000

 Helen Tarbet

 Samuel Adams

 Henry Wilson

 

Notes to the Editor

 

About GCP Infra

GCP Infra is a closed-ended investment company and FTSE-250 constituent whose
shares are traded on the main market of the London Stock Exchange. Its
objective is to provide shareholders with regular, sustained, long-term
distributions and to preserve capital over the long term by generating
exposure to UK infrastructure debt and related and/or similar assets.

 

The Company primarily targets investments in infrastructure projects with long
term, public sector-backed, availability-based revenues. Where possible,
investments are structured to benefit from partial inflation protection. GCP
Infra is advised by Gravis Capital Management Limited.

 

GCP Infra has been awarded with the London Stock Exchange's Green Economy Mark
in recognition of its contribution to positive environmental outcomes.

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