REG - GCP Infra Inv Ltd - Result of Annual General Meeting

GCP Infrastructure InvestmentsAnnouncement

12/02/2026 12:15

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RNS Number : 8069S  GCP Infrastructure Investments Ltd  12 February 2026

 

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, 12 February 2026 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       460,206,885          99.98%  101,317     0.02%   229,883
 financial statements of the Company for the year ended 30 September 2025 be
 adopted.
 2.   Ordinary Resolution: THAT the Directors' remuneration report for the        459,239,036          99.80%  930,233     0.20%   368,816
 year ended 30 September 2025 be received and approved.
 3.   Ordinary Resolution: THAT Dawn Crichard be re-elected as a director of      457,165,635          99.35%  3,001,289   0.65%   371,161
 the Company.
 4.   Ordinary Resolution: THAT Steven Wilderspin be re-elected as a director     443,167,072          98.98%  4,563,560   1.02%   12,807,453
 of the Company.
 5.   Ordinary Resolution: THAT Andrew Didham be re-elected as a director of      387,757,696          84.27%  72,388,228  15.73%  392,161
 the Company.
 6.   Ordinary Resolution: THAT Alex Yew be re-elected as a director of the       459,624,409          99.89%  519,718     0.11%   393,958
 Company.
 7.   Ordinary Resolution: THAT Ian Brown be re-elected as a director of the      459,599,336          99.88%  532,908     0.12%   405,841
 Company.
 8.   Ordinary Resolution: THAT Heather Bestwick be elected as a director of      459,600,818          99.88%  546,402     0.12%   390,865
 the Company.
 9.   Ordinary Resolution: THAT the Company's Dividend policy be approved.        460,258,936          99.98%  69,453      0.02%   209,696
 10. Ordinary Resolution: THAT KPMG Audit Limited be re-appointed as Auditors     393,388,686          93.28%  28,330,363  6.72%   38,819,036
 to the Company.
 11.  Ordinary Resolution: THAT the Audit and Risk Committee be authorised to     459,714,775          99.87%  594,982     0.13%   228,328
 determine the remuneration of KPMG Audit Limited.
 12.  Ordinary Resolution: THAT the Company be authorised to hold Ordinary        459,908,243          99.91%  418,005     0.09%   211,837
 Shares purchased pursuant to the authority granted under Resolution (13) as
 treasury shares.
 13.  Special Resolution: THAT the Company be authorised to make market           459,923,763          99.90%  440,248     0.10%   174,074
 purchases of up to 125,208,237 Ordinary Shares.
 14.  Special Resolution: THAT the Directors be authorised to allot and issue     458,903,908          99.71%  1,314,606   0.29%   319,571
 up to 88,479,766 Ordinary Shares, as if pre-emption rights in the articles did
 not apply.
 15. Special Resolution: THAT, in accordance with the Companies Law, the          459,570,608          99.87%  619,011     0.13%   348,466
 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 Andrew Didham due to concerns
around Board gender diversity. The Company will seek to engage with
shareholders who voted against the resolution and report on any actions taken
or to be taken in the half-yearly and annual reports.

 

The AIC Corporate Governance Code (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

 Robyn MacHugh

 Cameron Gardner

 RBC Capital Markets                +44 (0)20 7653 4000

 Matthew Coakes

 Elizabeth Evans

 Sahil Suleman

 Burson Buchanan Limited            +44 (0)20 7466 5000

 Helen Tarbet

 Nick Croysdill

 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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