22 September 2023
TI Fluid Systems plc
("the Company")
Result of General Meeting
The Company announces the results of today's General Meeting that the Waiver Resolution was passed on a poll.
The result of votes cast by a poll for the Waiver Resolution was as follows:
| Resolution |
Votes for |
% |
Votes against |
% |
Total votes (including withheld) |
% of ISC* voted |
Votes withheld |
| 1 - to approve the waiver of Rule 9 of the Code granted by the Panel |
179,794,392 |
62.45%
|
108,116,542 |
37.55% |
289,710,469 |
87.46% |
1,799,535 |
* Issued share capital
The waiver of Rule 9 of the Code granted by the Panel was subject to the Independent Shareholders approving the Waiver Resolution by way of poll at the General Meeting. As more than 50% of the votes were cast in favour of the Waiver Resolution, the Waiver Resolution was duly passed by the Independent Shareholders by way of poll. The Company notes the views of shareholders who voted against the Waiver Resolution and will engage with such shareholders and provide an update to the market on the views received and any actions the Company intends to take in accordance with Provision 4 of the UK Corporate Governance Code.
Notes:
1. The full text of the Waiver Resolution is set out in the Notice of the General Meeting, which can be found on pages 15 and 16 of the Circular
2. Any proxy appointments which gave discretion to the Chair have been included in the 'For' total
3. The total number of Ordinary Shares in issue on 20 September 2023 was 520,269,141
4. A 'Vote Withheld' is not counted towards the votes cast 'For' or 'Against' the Waiver Resolution
5. Total Ordinary Shares held by the Independent Shareholders on 20 September 2023 was 329,204,509
6. Total ordinary shares held by BC Omega on 20 September 2023 was 191,064,632, representing 36.72% of the Company's issued share capital
7. In accordance with the terms of the waiver of Rule 9 of the Code granted by the Panel, only Independent Shareholders were permitted to vote on the Waiver Resolution
A copy of the resolution passed will today be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2. The resolution will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Copies of our announcements are available on our website.
Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in the Company's announcement at 7 a.m. on 6 September 2023, unless the context requires otherwise.
Enquiries:
TI Fluid Systems plc
Tim Furber
Investor Relations
Tel: +44 1865 871 887
FTI Consulting
Richard Mountain
Nick Hasell
Tel: +44 (0)20 3727 1340
About TI Fluid Systems
TI Fluid Systems is a global innovator of thermal and fluid system solutions for the full range of current and developing vehicle architectures. Serving all major automotive manufacturers, with more than 100 years of automotive supply experience; TI Fluid Systems operates across 28 countries with a commitment to improving efficiency, performance and sustainability worldwide. To find out more about TI Fluid Systems, visit www.tifluidsystems.com.
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