VPC Specialty Lending Investments plc
(the "Company")
25 June 2020
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held yesterday all the resolutions set out in the Notice of Annual General Meeting were passed by the requisite majority. Each of the resolutions put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:
| Resolution |
For (No. of shares) |
For (%) |
Against (No. of shares) |
Against (%) |
Votes Withheld (No. of shares) |
Total issued. share capital instructed (%) |
| 1. To receive the Annual Report and Accounts |
229,264,880 |
99.65% |
806,652 |
0.35% |
1,919,146 |
79.16% |
| 2. To approve the Directors' Remuneration Report |
229,177,528 |
99.61% |
893,904 |
0.39% |
1,919,246 |
79.16% |
| 3. To approve the Dividend Policy |
229,264,880 |
99.65% |
806,652 |
0.35% |
1,919,146 |
79.16% |
| 4. To re-elect Kevin Ingram as a Director |
168,613,505 |
75.33% |
55,206,922 |
24.67% |
8,170,251 |
77.01% |
| 5. To re-elect Mark Katzenellenbogen as a Director |
216,196,009 |
96.59% |
7,624,318 |
3.41% |
8,170,351 |
77.01% |
| 6. To re-elect Richard Levy as a Director |
127,825,940 |
65.77% |
66,522,207 |
34.23% |
37,642,530 |
66.87% |
| 7. To re-elect Elizabeth Passey as a Director |
216,209,067 |
96.60% |
7,611,360 |
3.40% |
8,170,251 |
77.01% |
| 8. To re-elect Clive Peggram as a Director |
208,192,754 |
93.02% |
15,627,672 |
6.98% |
8,170,251 |
77.01% |
| 9. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company |
221,263,168 |
99.63% |
814,664 |
0.37% |
9,912,846 |
76.41% |
| 10. To authorise the Audit and Valuation Committee to determine the auditors' remuneration |
229,264,880 |
99.65% |
806,652 |
0.35% |
1,919,146 |
79.16% |
| 11. That the Company continues in existence as an investment company |
194,004,106 |
86.61% |
29,992,872 |
13.39% |
7,993,700 |
77.07% |
| 12. To authorise the Directors to allot ordinary shares |
222,372,614 |
96.65% |
7,698,918 |
3.35% |
1,919,146 |
79.16% |
| 13. To dis-apply pre-emption rights.* |
220,718,988 |
95.93% |
9,352,544 |
4.07% |
1,919,146 |
79.16% |
| 14. To authorise the Company to make market purchases of its own ordinary shares.* |
221,896,730 |
96.45% |
8,174,801 |
3.55% |
1,919,146 |
79.16% |
| 15. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.* |
221,914,170 |
96.48% |
8,097,262 |
3.52% |
1,979,246 |
79.14% |
The Board notes the significant minority votes (more than 20%) against the resolutions for the re-election of both Kevin Ingram and Richard Levy. As a result a Board committee of two independent directors will be making contact with shareholders who voted against the resolutions to understand their reasons and the Company will publish the results of this review and the actions taken within four months.
In addition, the Company released an announcement on 23 June 2020 confirming that, following the appointment of an additional independent non-executive director, Mr Levy will be retiring from the Board.
*Special Resolution
| NOTES:
|
|
| 1. |
All resolutions were passed. |
| 2. |
Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution. |
| 3. |
Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution. |
| 4. |
A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution. |
| 5. |
The number of shares in issue at close of business on 22 June 2020 was 382,615,665 (the "Share Capital") and at that time, the Company held 91,971,274 shares in treasury (including shares purchased but not yet settled). |
| 6. |
The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Share Capital. |
| 7. |
The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.vpcspecialtylending.com. |
| 8. |
A copy of resolutions 11-15 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM. |
| 9. |
The complete poll results will be available shortly on the Company's website at www.vpcspecialtylending.com
|
Link Company Matters Limited
Secretary
LEI: 549300UPEXC5DQB81P34