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RNS Number : 3320Z
Network International Holdings PLC
20 May 2021
 

Network International Holdings Plc

Results of Annual General Meeting 20 May 2021

 

Network International Holdings Plc (LSE: NETW) (the "Company"), the leading enabler of digital commerce across the Middle East and Africa (MEA), announces that its Annual General Meeting held at 11am on Thursday, 20 May 2021 was successfully concluded. All Resolutions were duly passed by way of a poll.

 

THE COMPANIES ACT 2006

NETWORK INTERNATIONAL HOLDINGS PLC

(A company limited by shares incorporated under the laws of England and Wales)

 

RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING OF NETWORK INTERNATIONAL HOLDINGS PLC (THE "COMPANY") HELD IN PHYSICAL AND ELECTRONIC MODE AT THE LINCOLN CENTRE, 18 LINCOLN'S INN FIELDS, LONDON, WC2A 3ED, UNITED KINGDOM AT 11:00AM ON THURSDAY, 20 MAY 2021

 

Resolutions 1 to 17 (inclusive) were proposed and passed as ORDINARY RESOLUTIONS and Resolutions 18, 19 and 20 were proposed and passed as SPECIAL RESOLUTIONS on a poll, and received the following votes:

 

 

Resolutions passed

Votes

"For"

Votes "For" %

Votes "Against"

Votes "Against" %

Votes

 Total

% of Issued Share Capital Voted

Votes "Withheld"

 

ORDINARY RESOLUTIONS:

1

To receive the annual report and accounts of the Company for the year ended 31 December 2020.

488,778,848

99.99

33,056

0.01

488,811,904

88.87%

308,399

 

2

To approve the directors' remuneration report for the financial year ended 31 December 2020.

478,739,260

98.36

7,968,902

1.64

486,708,162

88.49%

2,412,141

 

3

To Re-elect Mr. Rohinton Kalifa, OBE as a director of the Company.

452,915,960

96.33

17,248,882

3.67

470,164,842

85.48%

18,955,461

 

4

To elect Nandan Mer as a director.

 

488,884,613

99.95

235,690

0.05

489,120,303

88.93%

0

 

5

To re-elect Darren Pope as a director.

468,601,281

99.67

1,563,562

0.33

470,164,843

85.48%

18,955,460

 

6

To re-elect Anil Dua as a director.

 

489,120,303

100.00

0

0.00

489,120,303

88.93%

0

 

7

To re-elect Victoria Hull as a director.

468,963,900

99.74

1,200,943

0.26

470,164,843

85.48%

18,955,460

 

8

To elect Rohit Malhotra as a director.

488,387,694

99.85

732,609

0.15

489,120,303

88.93%

0

 

9

To re-elect Ali Haeri Mazanderani as a director.

489,078,200

99.99

42,103

0.01

489,120,303

88.93%

0

 

10

To re-elect Habib Al Mulla as a director.

468,963,900

99.74

1,200,943

0.26

470,164,843

85.48%

18,955,460

 

11

To elect Diane Radley as a director.

 

465,339,564

95.14

23,780,739

4.86

489,120,303

88.93%

0

 

12

To elect Monique Shivanandan as a director.

489,120,303

100.00

0

0.00

489,120,303

88.93%

0

 

13

To re-elect Suryanarayan Subramanian as a director.

487,687,958

99.71

1,432,345

0.29

489,120,303

88.93%

0

 

14

To re-appoint KPMG LLP as auditors until the conclusion of the next annual general meeting at which

the accounts are laid.

489,087,246

99.99

33,056

0.01

489,120,302

88.93%

1

 

15

To authorise the audit & risk committee for and on behalf of the board to determine the remuneration of the auditors.

488,965,773

99.97

154,423

0.03

489,120,196

88.93%

107

 

16

To grant authority to make political donations.

487,775,023

99.96

188,613

0.04

487,963,636

88.72%

1,156,667

 

17

To grant Authority to allot shares.

 

368,382,967

75.32

120,737,336

24.68

489,120,303

88.93%

0

 

SPECIAL RESOLUTIONS:

18

To grant general authority to dis-apply pre-emption rights.

488,999,396

100.00

4,107

0.00

489,003,503

88.91%

116,800

 

19

To grant additional authority to dis-apply pre-emption rights

484,973,326

99.18

4,030,176

0.82

489,003,502

88.91%

116,801

 

20

To authorise market purchase of own shares

488,932,823

99.99

33,056

0.01

488,965,879

88.90%

154,424

 

21

To authorise that a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.

454,772,586

92.98

34,347,717

7.02

489,120,303

88.93%

0

 

 

Notes:

1.           Details of the resolutions are set out in the Notice of Annual General Meeting dated 08 April 2021 (which is available on the Company's website at https://investors.networkinternational.ae/).

2.           Resolutions 1 to 17 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 18 to 21 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

3.           There were 550,000,000 ordinary shares in issue all of which had the right to vote. None of the ordinary shares were held in treasury.

4.           A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

5.           In accordance with Listing Rules 9.6.2R and 9.6.3R, copies of the resolutions numbered 18, 19, 20 and 21 will be submitted to the National Storage Mechanism as soon as practicable and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the resolutions may also be obtained from the Notice of Meeting which is available on the Company's website at https://investors.networkinternational.ae/.

 

We acknowledge that a number of our shareholders did not support resolution 17: Authority to Allot Shares

 

As explained in the Notice convening the Annual General Meeting, the authority sought by the Company is in accordance with the institutional guidelines issued by the UK Investment Association. While the authority sought is also in line with the prevailing voting guidelines of leading corporate governance agencies applicable to UK listed companies, the Directors have already communicated that they have no present intention of exercising this authority. However, if they do exercise the authority, the Directors intend to follow best practice as regards its use, as recommended by the Investment Association.

Whilst it remains standard market practice for many UK FTSE listed companies to retain this type of authority, we understand that some institutional investors, have speciļ¬c policies against supporting this type of resolution. Following the outcome of today's vote, we will continue our ongoing dialogue with shareholders that do not support this authority and will keep best practice in this area under review.

 

Jaishree Razzaq

Chief Risk Officer & Group Company Secretary

Network International Holdings Plc

 

Enquiries

Network International                                                                             InvestorRelations@Network.Global

Amie Gramlick: Head of Investor Relations                                                                    

Finsbury                                                                                                                  network-lon@finsbury.com

James Leviton, Angy Knill: Media Relations                                                                                  

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