28 October 2024
City of London Investment Group
plc
("City of London" or the
"Company")
Result of Annual General
Meeting
and
Board and Committee
change
City of London announces that, at the
Annual General Meeting ("AGM") of the Company held on 28 October
2024:
Resolutions 1 to 10 as set out in the Notice of
AGM dated 23 September 2024 were passed following a poll on each
resolution.
Resolutions 1 to 9 were proposed as Ordinary
Resolutions and resolution 10 was proposed as Special
Resolution.
The table below details votes cast on each
resolution.
|
|
Votes For
|
%
|
Votes Against
|
%
|
Total Votes (excluding
withheld)
|
Votes Withheld
|
% of Issued Share Capital
Voted
|
|
Ordinary
Resolutions
|
|
Resolution
1: To receive the Directors' Report and
accounts
|
18,192,821
|
99.95%
|
9,450
|
0.05%
|
1,045,207
|
18,202,271
|
35.92%
|
|
Resolution
2: To approve the Directors' Remuneration
Report
|
17,381,872
|
97.08%
|
523,320
|
2.92%
|
1,282,888
|
17,905,192
|
35.33%
|
|
Resolution
3: To declare a final dividend of 22p per
Ordinary Share of 1p each in the Company ("Ordinary Shares"), payable on 7
November 2024
|
18,228,102
|
99.99%
|
2,327
|
0.01%
|
1,022,679
|
18,230,429
|
35.97%
|
|
Resolution
4: To re-elect Thomas Griffith as a
Director
|
17,909,947
|
98.57%
|
259,348
|
1.43%
|
1,071,590
|
18,169,295
|
35.85%
|
|
Resolution
5: To re-elect Rian Dartnell as a
Director
|
17,348,193
|
95.50%
|
817,720
|
4.50%
|
1,074,295
|
18,165,913
|
35.84%
|
|
Resolution
6: To re-elect Peter Roth as a
Director
|
17,769,256
|
97.81%
|
397,214
|
2.19%
|
1,073,849
|
18,166,470
|
35.85%
|
|
Resolution
7: To elect Sarah Ing as a Director
|
18,129,579
|
99.86%
|
24,968
|
0.14%
|
1,083,388
|
18,154,547
|
35.82%
|
|
Resolution
8: To re-appoint Grant Thornton UK LLP as
auditors of the Company
|
10,212,784
|
96.67%
|
352,219
|
3.33%
|
17,479,570
|
10,565,003
|
20.85%
|
|
Resolution
9: To authorise the Audit & Risk
Committee of the Company to fix the remuneration of the
auditors
|
10,283,951
|
96.94%
|
325,121
|
3.06%
|
17,435,501
|
10,609,072
|
20.93%
|
|
Special
Resolution
|
|
Resolution
10: That the trustees of City of London
Employee Benefit Trust be authorised to hold Ordinary Shares in the
capital of the Company from time to time, for and on behalf of the
Employee Share Ownership Plan and Employee Incentive Plan, up to a
maximum in aggregate equal to 10% of the issued Ordinary Share
capital of the Company
|
18,179,197
|
99.94%
|
10,624
|
0.06%
|
1,055,168
|
18,189,821
|
35.89%
|
Notes:
|
1) Following the completion
of the merger with Karpus Management, Inc. on 1 October 2020, the
Company has a "Controlling
Shareholder Group", which has agreed to limit their
voting rights to the lower of: (i) the number of shares held by
them; and (ii) 24.99 per cent. of the votes cast on any resolution
by all shareholders. The Controlling Shareholder Group cast votes
in excess of 24.99 per cent. of the votes cast on the resolutions
by all shareholders and, accordingly, the number of votes stated
above as being cast "in favour", "against" and those "withheld"
have been reduced accordingly.
|
|
2) The total number of
Ordinary Shares of 1p each in the Company in issue at close of
business on 24 October 2024 and the number used for the percentage
of issued share capital voted was 50,679,095.
|
|
3) The percentage of issued
share capital voted calculation uses total votes cast (including
votes withheld) as adjusted per the Controlling Shareholder Group
calculation detailed in point 1, above.
|
|
4) The votes "for" include
those giving the Chair of the AGM discretion.
|
|
5) Votes "for" and "against"
are expressed as a percentage of the number in the total votes cast
column (excluding votes withheld).
|
|
6) The percentages above are
rounded to two decimal places.
|
|
7) A vote withheld is not a
vote in law and is not counted in the calculation of votes "for" or
"against" a resolution.
|
Resolutions 5, 6, and 7 related to the election
and re-election of the Independent Directors. Under the Listing
Rules, because the Controlling Shareholder Group together control
in concert more than 30 per cent. of the voting rights of the
Company (even though they have agreed to limit their voting rights
as stated above), the re-election of an Independent Director by
shareholders must be approved by a majority of both: (i) the
shareholders of the Company; and (ii) the independent shareholders
of the Company (that is, the shareholders of the Company entitled
to vote on the election of Independent Directors who are not part
of the Controlling Shareholder Group). The Company has separately
counted the number of votes cast by the independent shareholders in
favour of resolutions 5, 6, and 7 and has determined that, in each
case, the second threshold referred to in (ii) above has also been
met. Notes 4 to 7 above also apply to the following
table.
|
Resolution
|
Votes For
|
%
|
Votes Against
|
%
|
Votes Total (excluding
withheld)
|
Votes Withheld
|
|
Resolution
5: To re-appoint Rian Dartnell as a
Director
|
10,608,321
|
92.84%
|
817,720
|
7.16%
|
1,071,590
|
11,426,041
|
|
Resolution
6: To re-appoint Peter Roth as a
Director
|
11,029,273
|
96.52%
|
397,214
|
3.48%
|
1,074,295
|
11,426,487
|
|
Resolution
7: To appoint Sarah Ing as a
Director
|
11,391,980
|
99.78%
|
24,968
|
0.22%
|
1,073,849
|
11,416,948
|
In accordance with Listing Rule 6.4.2R, copies
of the resolutions comprising special business have been made
available for inspection on the National Storage Mechanism
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
|
City of London also announces that as a result
of Tazim Essani not seeking re-election at today's AGM, she will
cease to be a Director of the Company forthwith, and Sarah Ing,
having been elected as a Director of the Company, shall become
Chair of the Remuneration Committee with immediate
effect.
|
For further information, please visit http://www.clig.co.uk/ or
contact:
Tom Griffith, CEO
City of London Investment Group PLC
Tel: 001-610-380-0435
Martin Green, James Hornigold
Zeus Capital Limited
Financial Adviser & Broker
Tel: +44 (0)20 3829 5000
