REG - Geiger Counter Ltd Geiger Counter - GCS - Results of AGM

Geiger CounterAnnouncement

11/03/2026 16:00

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RNS Number : 2817W  Geiger Counter Ltd  11 March 2026

11 March 2026

GEIGER COUNTER LIMITED
(THE "COMPANY")

 

Results of the Annual General Meeting

Geiger Counter Limited held its Annual General Meeting on 11 March 2026 at
Ordnance House, 31 Pier Road, St Helier, Jersey.

The Chairman of the AGM reports that all ordinary resolutions, each as listed
in the notice of annual general meeting distributed in December 2025, were
passed by the members:

1.    To receive and adopt the Report of the Directors and the financial
statements of the Company for the year ended 30 September 2025, together with
the auditor's report thereon.

§ 17 votes in favour of the resolution representing 8,957,931 shares;

§ 2 votes against representing 10,649 shares;

§ 6 votes withheld representing 188,639 shares.

 

2.    That KPMG Audit Limited, Chartered Accountants, be re-appointed as
Auditor and that the Directors be authorised to determine their remuneration.

§ 16 votes in favour of the resolution representing 8,888,446 shares;

§ 7 votes against representing 128,112 shares;

§ 6 votes withheld representing 140,661 shares.

 

3.    To approve the Directors' Remuneration Report for the year ended 30
September 2025.

§ 17 votes in favour of the resolution representing 8,731,418 shares;

§ 7 votes against representing 247,232 shares;

§ 6 votes withheld representing 178,569 shares.

 

4.    That, pursuant to article 46.1 of the Articles of Association of the
Company (the "Articles"), the Directors shall extend the life of the Company
from the seventeenth anniversary of the First Closing Date until the next
annual general meeting of the Company, when a further extension will be
sought.

§ 17 votes in favour of the resolution representing 8,840,910 shares;

§ 2 votes against representing 226,971 shares;

§ 4 votes withheld representing 89,338 shares.

 

5.    That ordinary shares (the "new shares") may be issued by the Company
in one or more tranches over a period from the date of the AGM to the next AGM
of the Company, at a premium over the net asset value per share and that such
issue of new shares is approved in accordance with Article 6.1 of the
Company's Articles.

§ 17 votes in favour of the resolution representing 8,742,795 shares;

§ 3 votes against representing 248,877 shares;

§ 5 votes withheld representing 165,547 shares.

 

6.    In addition to the authority to issue new shares, the Directors be and
are hereby generally and unconditionally authorised to create, allot and issue
Ordinary Shares as described in any relevant published document describing the
annual Subscription Right mechanism.

§ 17 votes in favour of the resolution representing 6,561,755 shares;

§ 8 votes against representing 2,463,962 shares;

§ 5 votes withheld representing 131,502 shares.

 

7.    To re-elect Gary Clark, a Director retiring by rotation, as a
Director.

§ 17 votes in favour of the resolution representing 8,612,077 shares;

§ 4 votes against representing 38,979 shares;

§ 5 votes withheld representing 506,163 shares.

 

8.    To re-elect James Leahy, a Director retiring by rotation, as a
Director.

§ 17 votes in favour of the resolution representing 8,612,077 shares;

§ 4 votes against representing 38,979 shares;

§ 5 votes withheld representing 506,163 shares.

 

9.    To re-elect Professor Ian Reeves CBE, a Director retiring by rotation,
as a Director.

§ 16 votes in favour of the resolution representing 8,572,316 shares;

§ 5 votes against representing 78,740 shares;

§ 5 votes withheld representing 506,163 shares.

 

 

10.   The Chairman is pleased to report that the following Special
Resolution, as listed in the notice of Annual General Meeting distributed in
December 2025, was passed by the members:

 

a)     That the Company be and is hereby generally and unconditionally
authorised, pursuant to and in accordance with Article 57 of the Companies
(Jersey) Law 1991 (as amended) (the "Law") to make market purchases of its own
ordinary shares in the capital of the Company (the "ordinary shares") on such
terms and in such manner as the Directors of the Company shall from time to
time determine, provided that:

b)    the maximum aggregate number of ordinary shares hereby authorised to
be purchased shall be such number as represents 14.99 per cent of the
aggregate number of ordinary shares in issue as at 11 March 2026;

c)     the minimum price which may be paid for an ordinary share shall be
1p;

d)    the maximum price exclusive of any expenses which may be paid for an
ordinary share is an amount equal to the higher of 5 per cent above the
average of the middle market quotations for an ordinary share as derived from
the London Stock Exchange for the five business days immediately preceding the
date on which such ordinary share is contracted to be purchased;

e)     the authority hereby conferred shall expire on 18 months from the
date of this Special Resolution, unless previously revoked, varied or renewed
by the Company in general meeting;

f)     the Company may at any time prior to the expiry of such authority
make a contract or contracts to purchase ordinary shares under such authority
which will or might be completed or executed wholly or partly after the
expiration of such authority and may make a purchase of ordinary shares in
pursuance of any such contract or contracts;

g)    the Directors of the Company provide a statement of solvency in
accordance with Articles 55-57 of the Law; and

h)     such shares are acquired to be held in treasury.

§ 17 votes in favour of the resolution representing 8,751,700 shares;

§ 4 votes against representing 112,738 shares;

§ 4 votes withheld representing 292,781 shares.

 

Resolution 6, to issue ordinary shares, received less than 80% of the votes
cast in favour.

A statement detailing the outcome of the Company's consultation with its
shareholders, including the views received from shareholders and any actions
taken as a result, will be published within six months of the AGM in
accordance with the UK Corporate Governance Code and the AIC Code of Corporate
Governance.

 

 

Enquiries

 Manulife CQS Investment Management   Craig Cleland                      T: +44 (0) 20 7201 5368
 Cavendish Capital Markets Limited    Tunga Chigovanyika                 T: +44 (0) 20 7220 0557

(Corporate Finance)
                                      Daniel Balabanoff / Pauline Tribe  T: +44 (0) 20 7220 0500

(Sales)
 Summit Fund Services Jersey Limited  Christopher Foulds                 T :+44 (0) 1534 825 259

 

 

 

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