REG - Riverstone Credit - Result of AGM

Riverstone Credit Opportunities IncomeAnnouncement

18/05/2023 11:30

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RNS Number : 9063Z  Riverstone Credit Opps. Inc PLC  18 May 2023

Riverstone Credit Opportunities Income plc Announces Results of Annual General
Meeting held on 18 May 2023

Full text of the resolutions and summary of the results

Ordinary Business

To consider and, if thought fit, to pass the following resolutions as ordinary
resolutions:

1.         To receive and adopt the Report of the Directors and the
audited accounts of the Company for the financial period ended 31 December
2022 together with the Independent Auditor's Report on those audited accounts
(the "Annual Report and Accounts").

2.           To approve the Directors' Remuneration Report contained
within the Annual Report and Accounts.

3.         To approve the Directors' Remuneration Policy set out on
page 31 of the Directors' Remuneration Report contained within the Annual
Report and Accounts.

4.        To appoint Ernst & Young LLP as auditors of the Company, to
hold office until the conclusion of the next annual general meeting at which
the Annual Report and Accounts are laid before the meeting.

5.         To authorise the Board of Directors to determine the
remuneration of Ernst & Young LLP.

6.         To re-elect Reuben Jeffery, III as a Director.

7.         To re-elect Emma Davies as a Director.

8.         To re-elect Edward Cumming-Bruce as a Director.

9.         That the Directors of the Company are generally and
unconditionally authorised to exercise the powers conferred upon them by
Article 136 of the Articles of Association to offer Shareholders in the
Company who have elected to receive them, an allotment of ordinary shares,
credited as fully paid, instead of the whole or any part of any cash dividends
paid by the Directors or declared by the    Company in a general meeting (as
the case may be) from the date of the passing of this Resolution until the
conclusion of the next annual general meeting of the Company, and the
Directors are permitted to do all acts and things required or permitted to be
done in Article 136 of the Articles of Association of the Company.

10.       That, in substitution for all subsisting authorities to the
extent unused, the Directors be and they are hereby generally and
unconditionally authorised, in accordance with section 551 Companies Act 2006,
to exercise all the powers of the Company to allot equity securities in the
capital of the Company and to grant rights to subscribe for, or to convert any
security into, equity securities in the Company up to an aggregate nominal
amount equal to $302,684.12.

The authority hereby conferred on the Directors shall expire at the conclusion
of the next annual general meeting of the Company after the date of the
passing of this Resolution, or the date which   falls 15 months after the
date on which this Resolution is passed, whichever is the earlier, save that
under this authority the Company may, before such expiry, make offers or enter
into agreements which would or might require shares to be allotted or rights
to subscribe for, or to convert any security into, shares to be granted after
such expiry and the Directors may allot shares or grant rights to subscribe
for, or to convert any security into, shares (as the case may be) in pursuance
of such an offer or agreement as if the authority conferred hereby had not
expired

Special Business

11.        That, subject to the passing of Resolution 10 above, in
substitution for all subsisting authorities to the extent unused, the
Directors be and they are hereby authorised, pursuant to section 570 and
section 573 Companies Act 2006, to allot equity securities (within the meaning
of section 560 Companies Act 2006) for cash either pursuant to the authority
conferred by Resolution 10 or by way of a sale of treasury shares, as if
section 561(1) Companies Act 2006 did not apply to any such allotment,
provided that this authority shall be limited to the allotment of equity
securities in connection with an offer of equity securities:

a.   to holders of ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and

b.   to holders of other equity securities as required by the rights of
those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any
arrangements which they consider necessary or appropriate to deal with any
treasury shares, fractional entitlements or securities represented by
depositary receipts, record dates, legal, regulatory or practical problems in,
or under the laws of, any territory or the requirements of any regulatory body
or stock exchange or any other matter.

The authority hereby conferred shall expire at the conclusion of the next
annual general meeting of the Company after the passing of this Resolution, or
the date which falls 15 months after the date on which this Resolution is
passed, whichever is the earlier, save that the Company may, before such
expiry, make offers and enter into agreements which would or might require
equity securities to be allotted after such expiry and the Directors may allot
equity securities in pursuance of such offers or agreements as if the
authority conferred hereby had not expired.

12.       That, subject to the passing of Resolution 10 above, in
addition to the authority granted by Resolution 11, but in substitution for
all other subsisting authorities to the extent unused, the Directors be and
they are hereby authorised, pursuant to section 570 and section 573 Companies
Act 2006, to allot equity securities (within the meaning of section 560
Companies Act 2006) for cash either pursuant to the authority conferred by
Resolution 10 or by way of a sale of treasury shares, as if section 561(1)
Companies Act 2006 did not apply to any such allotment, provided that this
authority shall be limited to the allotment of equity securities in connection
with an offer of equity securities up to an aggregate nominal amount of
US$90,805.24.

The authority hereby conferred shall expire at the conclusion of the next
annual general meeting of the Company after the passing of this Resolution, or
the date which falls 15 months after the date on which this Resolution is
passed, whichever is the earlier, save that the Company may, before such
expiry, make offers and enter into agreements which would or might require
equity securities to be allotted after such expiry and the Directors may allot
equity securities in pursuance of such offers or agreements as if the
authority conferred hereby had not expired.

13.      That the Company be and is hereby generally and unconditionally
authorised for the purposes of section 701 Companies Act 2006, to make market
purchases (within the meaning of section 693(4) Companies Act 2006) of
ordinary shares of one penny each in the capital of the Company on such terms
and in such manner as the Directors shall from time to time determine,
provided that:-

a.         the maximum number of ordinary shares hereby authorised to
be purchased is 13,611,705.03

b.         the minimum price (exclusive of expenses) which may be paid
for an ordinary share is one cent;

c.         the maximum price (exclusive of expenses) which may be paid
for an ordinary share shall be not more than the higher of: (i) an amount
equal to 14.99 per cent. of the average of the middle market quotations for an
Ordinary Share (as derived from the London Stock Exchange Daily Official List)
for the five business days immediately preceding the date on which that
Ordinary Share is contracted to be purchased; and (ii) an amount equal to the
higher of the price of the last independent trade of an ordinary share and the
highest current independent bid on the trading venues where the purchase is
carried out;

d.       the authority hereby conferred shall expire at the conclusion of
the next annual general meeting of the Company after the passing of this
Resolution, or the date which falls 15 months after the date on which this
Resolution 13 is passed, whichever is the earlier (unless previously revoked,
varied or renewed by the Company in general meeting prior to such time); and

e.         the Company may at any time prior to the expiry of such
authority enter into such a contract or contracts under which a purchase of
ordinary shares under such authority will or may be completed or executed
wholly or partly after the expiration of such authority and the Company may
purchase ordinary shares in pursuance of any such contract or contracts as if
the authority conferred hereby had not expired.

14.       That, a general meeting of the Company (other than an annual
general meeting) may be called on not less than 14 days' notice.

 

 

 Summary Totals
 RIVERSTONE CREDIT OPPORTUNITIES INCOME PLC
 Annual General Meeting, 18-MAY-2023 09:00
 ORDINARY SHARES

 

 

             In Favour   Discretion  Against  Withheld
 Resolution  Votes       Votes       Votes    Votes
 1           40,356,903  0           0        0
 2           40,342,903  0           0        14,000
 3           40,342,903  0           0        14,000
 4           40,339,653  0           0        17,250
 5           40,356,903  0           0        0
 6           40,353,653  0           0        3,250
 7           40,353,653  0           0        3,250
 8           40,353,653  0           0        3,250
 9           40,353,653  0           0        3,250
 10          40,353,653  0           0        3,250
 11          40,353,653  0           0        3,250
 12          40,353,653  0           0        3,250
 13          40,353,653  0           0        3,250
 14          40,356,903  0           0        0

 

 

 

 

 

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