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.
The results of the proxy voting were as follows:
|
Resol-ution
|
Description |
Votes For |
Votes Against |
Votes withheld |
Total votes cast (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 31 December 2021
|
154,037,318 |
6,967,231 |
796,666 |
161,004,549 |
| 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 Statutory Auditor
|
161,048,419 |
309,108 |
443,688 |
161,357,527 |
| 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 shares held by the Company as treasury shares on a non pre-emptive basis
|
160,630,732 |
745,848 |
424,635 |
161,376,580 |
| 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 shares
|
160,966,867 |
314,116 |
520,232 |
161,280,983 |
| 19 |
*That any general meeting of the Company other than the Annual General Meeting may be called on not less than 14 clear days' notice
|
159,602,152 |
1,785,753 |
413,310 |
161,387,905 |
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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