City of London Investment Group PLC
23 October 2023
City of London Investment Group plc
("City of London" or the "Company")
Result of Annual General Meeting
and
Board Committee changes
City of London announces that, at the Annual General Meeting ("AGM") of the Company held on 23 October 2023:
| ● Resolutions 1 to 12 as set out in the Notice of AGM dated 15 September 2023 were passed; and |
| ● Resolutions 13 to 16 set out in the Notice of AGM dated 15 September 2023 were not passed, |
following a poll on each resolution.
Resolutions 1 to 11 were proposed as Ordinary Resolutions and resolutions 12 to 16 were proposed as Special Resolutions.
The Board notes that, in relation to Resolutions 5 to 8, 11 and 13 to 16, the Company received less than 80% approval. The Board notes that a recent advisory report published by ISS, relating to the Company's proposed resolutions at the AGM, recommended voting in favour of all resolutions without exception. Notwithstanding this report, the Board notes with disappointment the opposition to a number of the resolutions tabled at the AGM primarily from a single shareholder and commits to further consultation, therefore, with a view to providing an update within six months, as required by the UK Corporate Governance Code.
Resolutions 13 to 16, which were not passed, sought authority (i) to disapply pre-emption rights on the issue of a limited number of new shares, (ii) to undertake market purchases of the Company's shares and (iii) to call a general meeting, other than an AGM on not less than 14 clear days' notice. The Board does not currently expect this to have an impact on the Company or its business.
The table below details votes cast on each resolution.
| | Votes For | % | Votes Against | % | Total Votes (excluding withheld) | Votes Withheld | % of Issued Share Capital Voted |
| Ordinary Resolutions | |||||||
| Resolution 1: To receive the Directors' report and accounts | 18,984,407 | 95.88% | 814,913 | 4.12% | 19,799,320 | 811,668 | 39.07% |
| Resolution 2: To approve the Directors' Remuneration Report | 18,331,222 | 93.59% | 1,256,199 | 6.41% | 19,587,421 | 981,201 | 38.65% |
| Resolution 3: To declare a final dividend of 22p per Ordinary Share of 1p each in the Company ("Ordinary Shares"), payable on 27 October 2023 | 19,772,238 | 95.02% | 1,036,586 | 4.98% | 20,808,824 | 4,000 | 41.06% |
| Resolution 4: To re-elect Thomas Griffith as a Director | 13,481,724 | 82.32% | 2,896,252 | 17.68% | 16,377,976 | 15,250,989 | 32.32% |
| Resolution 5: To re-elect Rian Dartnell as a Director | 12,099,650 | 60.10% | 8,033,016 | 39.90% | 20,132,666 | 544,970 | 39.73% |
| Resolution 6: To re-elect Tazim Essani as a Director | 12,424,782 | 61.71% | 7,707,884 | 38.29% | 20,132,666 | 544,970 | 39.73% |
| Resolution 7: To re-elect Peter Roth as a Director | 12,503,467 | 62.10% | 7,629,657 | 37.90% | 20,133,124 | 544,603 | 39.73% |
| Resolution 8: To re-elect Jane Stabile as a Director | 12,503,731 | 62.10% | 7,629,723 | 37.90% | 20,133,454 | 544,339 | 39.73% |
| Resolution 9: To re-appoint RSM UK Audit LLP as auditors of the Company | 18,870,022 | 92.07% | 1,625,091 | 7.93% | 20,495,113 | 254,989 | 40.44% |
| Resolution 10: To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors | 18,864,765 | 92.05% | 1,630,348 | 7.95% | 20,495,113 | 254,989 | 40.44% |
| Resolution 11: To authorise the Directors to allot shares | 11,590,079 | 55.73% | 9,208,340 | 44.27% | 20,798,419 | 12,325 | 41.04% |
| Special Resolutions | |||||||
| Resolution 12: 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 | 16,827,484 | 80.90% | 3,972,516 | 19.10% | 20,800,000 | 11,060 | 41.04% |
| Resolution 13: Authority to disapply rep-emption rights | 11,532,209 | 55.47% | 9,256,173 | 44.53% | 20,788,382 | 20,355 | 41.02% |
| Resolution 14: Additional authority to disapply pre-emption rights | 11,567,427 | 55.61% | 9,232,874 | 44.39% | 20,800,301 | 10,819 | 41.04% |
| Resolution 15: To authorise the Company to make market purchases of Ordinary Shares | 11,651,135 | 56.00% | 9,153,471 | 44.00% | 20,804,606 | 7,375 | 41.05% |
| Resolution 16: To authorise the Directors to call a general meeting, other than an AGM, on not less than 14 clear days' notice | 12,790,024 | 61.48% | 8,014,582 | 38.52% | 20,804,606 | 7,375 | 41.05% |
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 19 October 2023 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 number in the total votes cast column (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, 6, 7 and 8 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, 6, 7 and 8 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 (excluding withheld) | Votes Withheld |
| Resolution 5: To re-appoint Rian Dartnell as a Director | 12,099,650 | 96.71% | 411,166 | 3.29% | 12,510,816 | 544,970 |
| Resolution 6: To re-appoint Tazim Essani as a Director | 12,424,782 | 99.94% | 7,786 | 0.06% | 12,432,568 | 544,970 |
| Resolution 7: To re-appoint Peter Roth as a Director | 12,503,467 | 99.94% | 7,716 | 0.06% | 12,511,183 | 544,603 |
| Resolution 8: To re-appoint Jane Stabile as a Director | 12,503,731 | 99.94% | 7,716 | 0.06% | 12,511,447 | 544,339 |
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.
City of London also announces the following changes in composition within the Board's Committees following the re-election of Rian Dartnell at the AGM and his appointment as Chair:
| · Rian Dartnell shall step down as Chair of the Remuneration Committee and cease to be a member of the Audit & Risk Committee; and |
| · Tazim Essani shall become Chair of the Remuneration Committee. |
These changes were both subject to both Rian Dartnell and Tazim Essani being re-elected as Directors of the Company at the AGM and shall take immediate effect.
For further information, please visit http://www.clig.co.uk/ or contact:
Tom Griffith, CEO
City of London Investment Group PLC
Tel: 001-610-380-0435
Martin Green, James Hornigold
Zeus Capital Limited
Financial Adviser & Broker
Tel: +44 (0)20 3829 5000
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