Results of Annual General Meeting and Directorate Change

 

 

PureCircle (LSE: PURE) (the "Company"), the world's leading producer and innovator of great-tasting stevia sweeteners for the global food and beverage industry, announces the results from its Annual General Meeting ("AGM"), which was held at 9.00 a.m. on 10 February 2020 at 12th Floor, West Wing, Rohas PureCircle, No. 9, Jalan P. Ramlee, 50250 Kuala Lumpur.

 

All of the resolutions proposed by the Board were duly passed on a show of hands except for Resolution 4 which was passed by a poll vote.

Resolutions number 2, 6 and 8, as set out in the notice of AGM dated 14 January 2020 (the "Notice"), relating to re-election of Directors were withdrawn at the meeting. Accordingly, Mr. John Slosar, Ms. Rosemarie Andolino and Ms. Ann Marie Scichili are no longer directors of the Company.

 

Robert Cheim Dau Meng, Dato' has been appointed Chairman of the Company with immediate effect.  Commenting on his appointment, Robert Cheim Dau Meng said:

 

"On behalf of the Board I would like to express our appreciation to John, Rosemarie and Ann Marie for their contributions to the Company during their period of service and wish them well in their future endeavours.

 

I am honoured to be appointed as Chairman of the Company and I look forward to working with the Board to deliver the Group's strategic priorities as it continues to build the foundations for its future. This has been a difficult period for PureCircle and its shareholders. The Board and the executive team are committed to providing the Company with the leadership necessary to achieve strong growth.  I would like to thank all our staff who have ensured that we continue to service our customers at all times."

 

The Board notes that ordinary resolution 4 was passed with less than 80% of the votes in favour. In the coming months, the Board will undertake consultations with certain of the Company's shareholders to address any concerns they may have. 

 

A further statement detailing the outcome of the Company's consultation with its shareholders, including any actions taken as a result, will be published by the Company within six months of the 2019 Annual General Meeting in accordance with the UK Corporate Governance Code.

 

A summary of proxy votes received in respect of each resolution is set out below:

 

No.	Resolution	Votes validly cast	In Favour		Against		Withheld*
		No. of votes	No. of votes	%	No. of votes	%	No. of votes
1.	Adopt the Annual Report & Accounts, together with Directors' report Auditors' report and related matters) on a date no later than 90 days from 10 February 2020	113,198,490	110,501,707	97.62	2,696,783	2.38	16,083,094
2.	Resolution withdrawn	N/A
3.	Re-elect Lim Kian Thong, Jimmy, as a Director	129,131,735	129,089,055	99.97	42,680	0.03	150,050
4.	Re-elect Guy Wollaert as a Director	139,515,928	71,849,929	51.50	67,665,999	48.50	50
5.	Re-elect Datuk Ali bin Abdul Kadir as a Director	128,390,646	121,119,341	94.34	7,271,305	5.66	891,138
6.	Resolution withdrawn	N/A
7.	Re-elect Dato' Cheim Dau Meng, Robert, as a Director	129,131,735	127,939,055	99.08	1,192,680	0.92	150,050
8.	Resolution withdrawn	N/A
9.	Re-elect Tan Sri Wan Azmi Wan Hamzah as a Director	129,281,734	127,810,409	98.86	1,471,325	1.14	50
10.	Elect Sridhar Krishnan as a Director	129,131,735	127,926,916	99.07	1,204,819	0.93	150,050
11.	Elect Lai Hock Meng, Peter, as a Director	129,001,734	127,440,752	98.79	1,560,982	1.21	280,050
12.	Elect Olivier Maes as a Director	129,281,734	127,720,752	98.79	1,560,982	1.21	50
13.	Authority to Directors to allot shares	128,325,570	126,936,657	98.92	1,388,913	1.08	956,215
14.	Special Resolution: Authority to the Directors to disapply pre-emptive rights	128,444,036	127,076,142	98.94	1,367,894	1.06	837,749
15.	Special Resolution: Authority to the Directors to disapply pre-emptive rights in connection with an acquisition or specified capital investment	128,627,775	127,246,477	98.93	1,381,298	1.07	654,009

* A vote "withheld" is not a vote in law and is therefore not counted in the calculation of the proportion of votes "For" or "Against" a resolution.

The total number of shares in issue (excluding treasury shares) at the record date and time for voting was 184,454,951.

In accordance with LR9.6.2, a copy of the resolutions relating to special business at the Annual General Meeting has today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

A summary of the proxy votes received and a copy of the Notice of Annual General Meeting 2019 are available at http://purecircle.com/investors/shareholder-and-constitutional-documents/ 

Directorate and Board committee membership changes

As part of the resolutions put to shareholders today at the AGM, the appointments of Mr. Sridhar Krishnan, Mr. Lai Hock Meng, Peter and Mr. Olivier Maes as Directors become effective from the close of the AGM.

Robert Cheim Dau Meng, Dato', having been appointed Chairman of the Company, has stepped down as a member of the Remuneration Committee.

Also, further to the announcement dated 28 January 2020, Mr. Lai Hock Meng's effective date as CEO of the Company has been brought forward to today. 

Pursuant to Listing Rule 9.6.11R, PureCircle announces the following changes to the Board Committees with immediate effect:

·      Ali bin Abdul Kadir, Datuk ("Datuk Ali") joins the Nomination Committee and appointed the Senior Independent Director

·      Olivier Maes joins the Remuneration Committee, Audit Committee and Nomination Committee

·      Sridhar Krishnan joins the Remuneration Committee, Audit Committee and Nomination Committee

·      Wan Azmi Wan Hamzah, Tan Sri ("Tan Sri Wan Azmi") (Non-Independent Non-Executive Director) currently a member of the Nomination Committee, has been appointed as Chair

 

In addition to these changes, Tan Sri Wan Azmi is now the designated Non-Executive Director for engagement with the workforce of the Company.

Following the directorate changes, the Board composition will be two Executive Directors, one Non-Executive Chairman, four Independent Non-Executive Directors, and one Non-Independent Non-Executive Director. The membership of PureCircle Board Committees, the membership of all its committees according to its Board Charter are as follows:

Remuneration Committee

Guy Wollaert (Chair)

Olivier Maes

Sridhar Krishnan

 

Audit Committee

Ali bin Abdul Kadir, Datuk (Chair)

Guy Wollaert

Sridhar Krishnan

Olivier Maes

 

Nomination Committee

Wan Azmi Wan Hamzah, Tan Sri (non-independent director) (Chair)

Robert Cheim Dau Meng, Dato'

Ali bin Abdul Kadir, Datuk

Sridhar Krishnan

Olivier Maes

 

Disclosure Committee

Robert Cheim Dau Meng, Dato' (Chair)

Lai Hock Meng (Peter)

Lim Kian Thong (Jimmy)

 

Treasury Committee

CEO

CFO

VP, Corporate Finance

Group Financial Controller

Global Operations Finance Director

Senior Treasury Manager

 

10 February 2020

 

Enquiries:

 

Jimmy Lim, CFO

Phone: +603 2166 2206

 

Alina Slotnik, Vice President of Global Marketing

Email: alina.slotnik@purecircle.com 

Phone: +1 (630) 517-0812

 

Newgate Communications, Media Relations

Elisabeth Cowell

Giles Croot

Email: purecircle@newgatecomms.com

Phone: +44 (0) 20 3757 6880

 

Notes to Editors

 

About PureCircle

·    PureCircle is the only company that combines advanced R&D with full vertical integration from farm to high-quality, great-tasting innovative stevia sweeteners.

·    The Company collaborates with farmers who grow the stevia plants and with food and beverage companies which seek to improve their low- and no-calorie formulations using a sweetener from plants.

·    PureCircle will continue to: lead in research, development and innovation; produce a growing supply of multiple varieties of stevia sweeteners with sugar-like taste, using all necessary and appropriate methods of production; and be a resource and innovation partner for food and beverage companies.

·    PureCircle stevia flavor modifiers work in synergy with sweeteners to improve the taste, mouthfeel and calorie profile, and enhance the cost effectiveness, of beverage and food products.

·    Founded in 2002, PureCircle is continually investing in breakthrough research and development and it has been granted over 214 stevia-related patents with more than 300 applied for patents pending.

·    PureCircle has offices around the world with the global headquarters in Chicago, Illinois.

·    To meet growing demand for stevia sweeteners, PureCircle is rapidly ramping up its supply capability. It completed expansion of its Malaysian stevia extract facility in March 2017, increasing its capacity to rapidly supply the newer and great-tasting specialty stevia sweeteners and helping provide ever-increasing value to its customers.

·    PureCircle's shares are listed on the main market of the London Stock Exchange.

·    For more information, visit: www.purecircle.com

 

 

About stevia

·    Given the growing global concerns about obesity and diabetes, beverage and food companies are working responsibly to reduce sugar and calories in their products, responding to both consumers and health and wellness advocates. Sweeteners from the stevia plant offer sugar-like taste and are becoming an increasingly important tool for these companies.

·    Like sugar, stevia sweeteners are from plants. But unlike sugar, they enable low-calorie and zero-calorie formulations of beverages and foods.

·    Stevia leaf extract is a natural-based, zero calorie, high-intensity sweetener, used by global food and beverage companies as a great-tasting zero-calorie alternative to sugar and artificial sweeteners.

·    Stevia is a naturally sweet plant native to South America; today, it is grown around the world, notably in Kenya, China and the US.

·    The sweet-tasting parts of the stevia leaf are up to 350 times sweeter than sugar: stevia's high-intensity sweetness means it requires far less water and land than sugar.

·    Research has shown that the molecules of the stevia leaf are present and unchanged in the dried stevia leaf, through the commercial extraction and purification process, and in the final stevia leaf extract product. All major global regulatory organisations, across 65 countries, have approved the use of high-purity stevia leaf extracts in food and beverages.

·    For more information on the science of stevia, please visit https://www.purecirclesteviainstitute.com/