TIDMCLIG
RNS Number : 7920E
City of London Investment Group PLC
31 October 2022
City of London Investment Group plc
("City of London" or the "Company")
Result of Annual General Meeting
City of London announces that, at the Annual General Meeting
("AGM") of the Company held on 31 October 2022, the resolutions set
out in the Notice of AGM dated 15 September 2022 were passed
following a poll on each resolution.
Resolutions 1 to 14 were passed as Ordinary Resolutions and
resolutions 15 to 19 were passed as Special Resolutions. The table
below details votes cast on each resolution.
Votes For % Votes Against % Total Votes Votes Withheld % of
(excluding Issued
withheld) Share
Capital
Voted
Ordinary Resolutions
Resolution 1: To receive
the
Directors' report and
accounts 16,727,539 99.99% 1,147 0.01% 16,728,686 0 33.01%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 2: To approve
the
Directors' Remuneration
Report 15,511,689 92.79% 1,205,297 7.21% 16,716,986 11,700 32.99%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 3: To approve
the
remuneration policy 16,231,003 97.67% 387,513 2.33% 16,618,516 110,170 32.79%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 4: The declare
a final dividend of 22p
per
Ordinary Share of 1p each
in
the Company ("Ordinary
Shares"),
payable on 4 November 2022 16,728,648 100.00% 38 0.00% 16,728,686 0 33.01%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 5: To re-appoint
Barry Aling as a Director 16,717,314 99.99% 1,935 0.01% 16,719,249 9,437 32.99%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 6: To re-appoint
Thomas Griffith as a
Director 16,717,314 99.99% 1,935 0.01% 16,719,249 9,437 32.99%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 7: To re-appoint
Rian Dartnell as a
Director 16,391,820 98.04% 327,429 1.96% 16,719,249 9,437 32.99%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 8: To re-appoint
Tazim Essani as a Director 16,594,256 99.25% 124,993 0.75% 16,719,249 9,437 32.99%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 9: To re-appoint
George Karpus as a
Director 16,717,314 99.99% 1,935 0.01% 16,719,249 9,437 32.99%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 10: To
re-appoint
Peter Roth as a Director 16,594,186 99.25% 125,063 0.75% 16,719,249 9,437 32.99%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 11: To
re-appoint
Jane Stabile as a Director 16,594,256 99.25% 124,993 0.75% 16,719,249 9,437 32.99%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 12: To
re-appoint
RSM UK Audit LLP as
auditors
of the Company 16,718,699 99.94% 9,987 0.06% 16,728,686 0 33.01%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 13: To authorise
the Audit & Risk Committee
of the Company to fix the
remuneration
of the auditors 16,670,524 99.65% 58,162 0.35% 16,728,686 0 33.01%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 14: To authorise
the Directors to allot
shares 15,238,648 91.20% 1,471,125 8.80% 16,709,773 18,913 32.97%
----------- -------- -------------- ------- ------------ --------------- ---------
Special Resolutions
Resolution 15: To authorise
the Employee Benefit Trust
to hold Ordinary Shares up
to a maximum aggregate of
10%
of the issued Ordinary
Share
capital of the Company 16,407,790 98.13% 313,089 1.87% 16,720,879 7,807 32.99%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 16: Authority to
disapply rep-emption
rights 14,214,231 85.02% 2,504,655 14.98% 16,718,886 9,800 32.99%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 17: Additional
authority to disapply
pre-emption
rights 11,223,118 82.25% 2,422,421 17.75% 13,645,539 14,784,304 26.93%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 18: To authorise
the Company to make market
purchases of Ordinary
Shares 16,720,488 99.95% 8,198 0.05% 16,728,686 0 33.01%
----------- -------- -------------- ------- ------------ --------------- ---------
Resolution 19: To authorise
the Directors to call a
general
meeting, other than an
AGM,
on not less than 14 clear
days'
notice 15,922,142 95.20% 803,169 4.80% 16,725,311 3,375 33.00%
----------- -------- -------------- ------- ------------ --------------- ---------
Notes:
1) Following the completion of the merger with Karpus
Management, Inc. on 1 October 2020, the Company has a "Controlling
Shareholder Group", which has agreed to limit their voting rights
to the lower of: (i) the number of shares held by them; and (ii)
24.99 per cent. of the votes cast on any resolution by all
shareholders. The Controlling Shareholder Group cast votes in
excess of 24.99 per cent. of the votes cast on the resolutions by
all shareholders and, accordingly, the number of votes stated above
as being cast "in favour", "against" and those "withheld" have been
reduced accordingly.
2) The total number of Ordinary Shares of 1p each in the Company
in issue at close of business on 27 October 2022 and the number
used for the percentage of issued share capital voted was
50,679,095.
3) The percentage of issued share capital voted calculation uses
total votes cast (including votes withheld) as adjusted per the
Controlling Shareholder Group calculation detailed in point 1,
above.
4) The votes "for" include those giving the Chair of the AGM discretion.
5) Votes "for" and "against" are expressed as a percentage of
the total votes cast (excluding votes withheld).
6) The percentages above are rounded to two decimal places.
7) A vote withheld is not a vote in law and is not counted in
the calculation of votes "for" or "against" a resolution.
Resolutions 5, 7, 8, 10 and 11 related to the re-election of the
Independent Directors. Under the Listing Rules, because the
Controlling Shareholder Group together control in concert more than
30 per cent. of the voting rights of the Company (even though they
have agreed to limit their voting rights as stated above), the
re-election of an Independent Director by shareholders must be
approved by a majority of both: (i) the shareholders of the
Company; and (ii) the independent shareholders of the Company (that
is, the shareholders of the Company entitled to vote on the
election of Independent Directors who are not part of the
Controlling Shareholder Group). The Company has separately counted
the number of votes cast by the independent shareholders in favour
of resolutions 5, 7, 8, 10 and 11 and has determined that, in each
case, the second threshold referred to in (ii) above has also been
met. Notes 4 to 7 above also apply to the following table.
Resolution Votes For % Votes Against % Votes Total Votes Withheld
(excluding
withheld)
Resolution 5: To re-appoint
Barry Aling as a Director 9,544,830 100.00% 38 0.00% 9,544,868 0
---------- -------- -------------- ------ ------------ ---------------
Resolution 7: To re-appoint
Rian Dartnell as a Director 9,219,336 99.98% 1,935 0.02% 9,221,271 9,437
---------- -------- -------------- ------ ------------ ---------------
Resolution 8: To re-appoint
Tazim Essani as a Director 9,421,772 98.69% 124,993 1.31% 9,546,765 9,437
---------- -------- -------------- ------ ------------ ---------------
Resolution 10: To re-appoint
Peter Roth as a Director 9,421,702 99.89% 9,987 0.11% 9,431,689 0
---------- -------- -------------- ------ ------------ ---------------
Resolution 11: To re-appoint
Jane Stabile as a Director 9,421,772 99.39% 58,162 0.61% 9,479,934 0
---------- -------- -------------- ------ ------------ ---------------
In accordance with Listing Rule 9.6.2R, copies of the
resolutions comprising special business have been made available
for inspection on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
For further information, please visit www.clig.com or
contact:
Tom Griffith (CEO)
City of London Investment Group PLC
Tel: 001 610 380 0435
Martin Green
Zeus Capital Limited
Financial Adviser & Broker
Tel: +44 (0)20 3829 5000
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END
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