REG - Witan Inv Tst PLC - Result of AGM

Witan Investment TrustAnnouncement

05/05/2022 16:45

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RNS Number : 5193K  Witan Investment Trust PLC  05 May 2022

WITAN INVESTMENT TRUST PLC

 

5 MAY 2022

 

Annual General Meeting Held On THURSDAY 5 MAY 2022

 

Witan Investment Trust plc (the 'Company') hereby gives notification that, at
the Annual General Meeting of the Company held on Thursday, 5 May 2022, all
the resolutions, as set out in full in the notice of meeting dated 1 April
2022, were duly passed.  The resolutions in respect of special business were
duly passed as follows:

 

1.   That the dividend policy of the Company as set out in the Annual Report
for the year ended 31 December 2021 be approved.

 

2.    That the directors be authorised to allot relevant securities.

 

3.    That the directors be authorised to disapply pre-emption rights on
the allotment or sale from treasury of equity securities up to a nominal
amount of £3,587,362.

 

4.   That the Company be authorised to make market purchases of its own
ordinary shares up to a maximum of 107,549,133 ordinary shares, being 14.99%
of the ordinary shares of 5 pence each in issue.

 

5.    That the Company be authorised to make market purchases of its own
preference shares up to a maximum of 2,055,000 of the 3.4% cumulative
preferences shares and 500,000 of the 2.7% cumulative preference shares (being
100% of the preference shares).

 

6.     That any general meeting of the Company (other than the Annual
General Meeting) may be called on not less than 14 clear days' notice.

 

The resolutions were all passed on a show of hands.  Whilst the proxy votes
in respect of the majority of resolutions were passed with votes in favour in
excess of 93%, the Board notes that the proxy votes in respect of Resolution
8, to re-elect Suzy Neubert as a director, were 61% in favour.

 

Where 20% or more of votes have been cast against any Board recommendation for
a resolution, the Company is required by provision 4 of the UK Corporate
Governance Code to explain what action it will take to consult shareholders to
understand the reasons behind the result.  The Board understands that the
reason for the result is that some shareholders deem Ms Neubert not to be
independent due to her length of service (10 years) on the Board.  The
Chairman wrote to the Company's large shareholders in advance of the AGM to
explain its reason for wishing Ms Neubert to remain on the Board for a further
year, which is to retain her experience and knowledge of the Company as she is
the only non-executive director with more than six years' experience on the
Board.  She will retire at the AGM to be held in 2023.

 

The Board shares the widely accepted view that length of service does not of
itself impair a director's ability to act independently (any more than a
recent appointment guarantees it); rather, a longer-serving director's
perspective can add value to the deliberations of a well-balanced investment
trust company board.  Independence stems from the willingness to make
decisions that are for the benefit of the Company, even if they may conflict
with the interests of management; this is a function of confidence, integrity,
and judgement.  The Board considers that Ms Neubert demonstrates such
qualities, and that it is therefore justified in deeming her to be
independent, along with the other non-executive directors.

 

A copy of the full text of the resolutions in respect of special business
passed at the Annual General Meeting will be lodged with the National Storage
Mechanism and will be available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The results of the proxy voting were as follows:

 

                                                                                                 Votes           Votes       Votes      Total votes cast

 Resol-ution     Description                                                                     For             Against     withheld   (excluding votes withheld)

 1               To receive the Annual Report for the year ended 31 December 2021                161,455,446     148,578     197,191    161,604,024

 2               To receive and approve the Directors' Remuneration Report for the year ended    154,037,318     6,967,231   796,666    161,004,549
                 31 December 2021

 3               To approve the Remuneration Policy for the year ended 31 December 2021          140,867,953     19,066,966  866,296    159,934,919

 4               To re-elect Mr A J S Ross as a director of the Company                          158,426,471     2,841,362   533,382    161,267,833

 5               To re-elect Mrs R A Beagles as a director of the Company                        160,906,387     440,938     453,890    161,347,325

 6               To re-elect Mr A L C Bell as a director of the Company                          160,342,271     945,783     513,161    161,288,054

 7               To re-elect Mrs G M Boyle as a director of the Company                          160,865,719     484,256     451,240    161,349,975

 8               To re-elect Mrs S E G A Neubert as a director of the Company                    98,721,100      62,150,751  929,364    160,871,851

 9               To re-elect Mr J S Perry as a director of the Company                           160,598,850     642,459     559,906    161,241,309

 10              To re-elect Mr B C Rogoff as a director of the Company                          160,760,903     491,156     549,156    161,252,059

 11              To re-elect Mr P T Yates as a director of the Company                           151,754,691     9,492,283   554,241    161,246,974

 12              To re-appoint Grant Thornton UK LLP as Statutory Auditor to the Company         160,475,956     613,846     711,413    161,089,802

 13              To authorise the Audit Committee to determine the remuneration of the           161,048,419     309,108     443,688    161,357,527
                 Statutory Auditor

 SPECIAL BUSINESS (*Special Resolutions)
 14              To approve the dividend policy of the Company                                   161,328,976     122,441     349,798    161,451,417

 15              To authorise the directors to allot relevant securities                         160,895,129     482,623     423,463    161,377,752

 16              *To authorise the directors to allot equity securities for cash and to sell     160,630,732     745,848     424,635    161,376,580
                 shares held by the Company as treasury shares on a non pre-emptive basis

 17              *To authorise the Company to make market purchases of its own ordinary shares   151,001,126     10,365,961  434,128    161,367,087

 18              *To authorise the Company to make market purchases of its own preference        160,966,867     314,116     520,232    161,280,983
                 shares

 19              *That any general meeting of the Company other than the Annual General Meeting  159,602,152     1,785,753   413,310    161,387,905
                 may be called on not less than 14 clear days' notice

 

The number of ordinary shares of 5p each in issue as at 6.30 pm on Tuesday 3
May 2022, the closing date for the receipt of proxies, was 717,822,540
(excluding 282,532,460 shares held in treasury).  Each share has one vote. A
vote withheld is not counted towards the votes "For" or "Against" a
resolution.

 

 

-  ENDS -

 

For further information please contact:

 

Andrew Bell

Chief Executive Officer

Witan Investment Trust plc

Telephone:  020 7227 9770

 

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