12 March 2024
GEIGER COUNTER LIMITED
(THE "COMPANY")
Results
of the Annual General Meeting
Geiger Counter Limited held its
Annual General Meeting on the 6 March 2024 at Ordnance House, 31
Pier Road, St Helier, Jersey.
The Chairman of the AGM is pleased
to report that the following ordinary resolutions, each as listed
in the notice of annual general meeting distributed in December
2023, were passed by the members:
1. To receive
and adopt the Report of the Directors and the financial statements
of the Company for the year ended 30 September 2023, together with
the auditor's report thereon.
§ 13 votes in favour of
the resolution representing 11,450,630 shares;
§ 5 votes against
representing 72,553 shares;
§ 6 votes withheld
representing 132,423 shares; and
§ 1 vote in which the
Chairman was given discretion representing 115,336
shares.
2. That KPMG
Channel Islands Limited, Chartered Accountants, be re-appointed as
Auditor and that the Directors be authorised to determine their
remuneration.
§ 14 votes in favour of
the resolution representing 11,469,379 shares;
§ 5 votes against
representing 62,514 shares;
§ 6 votes withheld
representing 123,713 shares; and
§ 1 vote in which the
Chairman was given discretion representing 115,336
shares.
3. To approve
the Directors' Remuneration Report for the year ended 30 September
2023.
§ 14 votes in favour of
the resolution representing 11,390,369 shares;
§ 8 votes against
representing 118,553 shares;
§ 7 votes withheld
representing 146,684 shares; and
§ 1 vote in which the
Chairman was given discretion representing 115,336
shares.
4. That,
pursuant to article 46.1 of the Articles of Association of the
Company ("the Articles"), the Directors shall extend the life of
the Company from the sixteenth anniversary of the First Closing
Date until the next annual general meeting of the Company, when a
further extension will be sought.
§ 14 votes in favour of
the resolution representing 11,437,397 shares;
§ 7 votes against
representing 83,146 shares;
§ 6 votes withheld
representing 135,063 shares; and
§ 1 vote in which the
Chairman was given discretion representing 115,336
shares.
5. That
ordinary shares (the "new shares") may be issued by the Company in
one or more tranches over a period from the date of the AGM to the
next AGM of the Company, at a premium over the net asset value per
share and that such issue of new shares is approved in accordance
with Article 6.1 of the Company's Articles.
§ 14 votes in favour of
the resolution representing 9,881,604 shares;
§ 9 votes against
representing 1,679,382 shares;
§ 6 votes withheld
representing 94,620 shares; and
§ 1 vote in which the
Chairman was given discretion representing 115,336
shares.
6. To
re-elect Gary Clark, a Director retiring by rotation, as a
Director.
§ 14 votes in favour of
the resolution representing 11,246,458 shares;
§ 8 votes against
representing 99,124 shares;
§ 8 votes withheld
representing 310,024 shares; and
§ 1 vote in which the
Chairman was given discretion representing 115,336
shares.
7. To
re-elect James Leahy, a Director retiring by rotation, as a
Director.
§ 14 votes in favour of
the resolution representing 11,246,458 shares;
§ 8 votes against
representing 99,124 shares;
§ 8 votes withheld
representing 310,024 shares; and
§ 1 vote in which the
Chairman was given discretion representing 115,336
shares.
8. To
re-elect Professor Ian Reeves CBE, a Director retiring by rotation,
as a Director.
§ 13 votes in favour of
the resolution representing 11,203,974 shares;
§ 9 votes against
representing 138,885 shares;
§ 8 votes withheld
representing 312,747 shares; and
§ 1 vote in which the
Chairman was given discretion representing 115,336
shares.
9. The Chairman is
pleased to report that the following Special Resolution, as listed
in the notice of Annual General Meeting distributed in December
2023, was passed by the members:
That the Company be and is hereby generally and
unconditionally authorised, pursuant to and in accordance with
Article 57 of the Companies (Jersey) Law, 1991 (as amended) (the
"Law") to make market purchases of its own ordinary shares in the
capital of the Company (the "ordinary shares") on such terms and in
such manner as the Directors of the Company shall from time to time
determine, provided that:
a) the maximum aggregate number of
ordinary shares hereby authorised to be purchased shall be such
number as represents 14.99 per cent of the aggregate number of
ordinary shares in issue as at 9 March 2023.
b) the minimum price which may be
paid for an ordinary share shall be 1p;
c) the maximum price exclusive of
any expenses which may be paid for an ordinary share is an amount
equal to the higher of 5 per cent above the average of the middle
market quotations for an ordinary share as derived from the London
Stock Exchange for the five business days immediately preceding the
date on which such ordinary share is contracted to be
purchased;
d) the authority hereby conferred
shall expire on 18 months from the date of this Special Resolution,
unless previously revoked, varied or renewed by the Company in
general meeting;
e) the Company may at any time
prior to the expiry of such authority make a contract or contracts
to purchase ordinary shares under such authority which will or
might be completed or executed wholly or partly after the
expiration of such authority and may make a purchase of ordinary
shares in pursuance of any such contract or contracts;
f) the
Directors of the Company provide a statement of solvency in
accordance with Articles 55-57 of the Law; and
g) such shares are acquired to be
held in treasury.
§ 14 votes in favour of
the resolution representing 11,534,685 shares;
§ 5 votes against
representing 70,973 shares;
§ 5 votes withheld
representing 49,948 shares; and
§ 1 vote in which the
Chairman was given discretion representing 115,336
shares.
Enquiries
CQS (UK) LLP
|
Craig Cleland
|
T: +44 (0) 20 7201 5368
|
Cavendish Capital Markets
Limited
|
Tunga Chigovanyika/ Will Talkington
(Corporate Finance)
|
T: +44 (0) 20 7220 0557
|
|
Daniel Balabanoff / Pauline Tribe
(Sales)
|
T: +44 (0) 20 7220 0500
|
R&H Fund Services (Jersey)
Limited
|
Jane De Barros
|
T :+44 (0) 1534 825 259
|