Date and time of release: 18 September 2024, immediate release
Real Estate Credit Investments Limited
Result of the Annual General Meeting and Directorate Change
The Directors of Real Estate Credit Investments Limited ("RECI" or the "Company"), are pleased to announce the results of voting at the annual general meeting of the Company held at 10:30 a.m. on 18 September 2024 at East Wing, Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3PP (the "AGM" or the "Meeting").
The Notice of the AGM and proposed agenda and resolutions were circulated to shareholders and announced to the market on 12 August 2024.
Each of resolutions 1-11 proposed at the AGM were duly passed. Voting was conducted by way of a poll on each of the resolutions put to the Meeting. This is seen as best practice as it gives all shareholders the opportunity to participate in the decision-making of the Company and have their votes recorded even if they are unable to attend the Meeting in person.
Total votes of 93,806,904 were cast at the AGM. The results of the voting are noted as follows:
| | | In Favour | | | | Discretion | | | | Against | | | Withheld | |
| Resolution | Votes | %age | Items | | Votes | %age | Items | | Votes | %age | Items | | Votes | Items |
| 1 | 93,783,904 | 99.97 | 70 | | 18,000 | 0.02 | 1 | | 5,000 | 0.01 | 1 | | 0 | 0 |
| 2 | 93,663,318 | 99.92 | 69 | | 18,000 | 0.02 | 1 | | 54,486 | 0.06 | 4 | | 71,100 | 4 |
| 3 | 93,722,463 | 99.96 | 70 | | 18,000 | 0.02 | 1 | | 14,934 | 0.02 | 3 | | 51,507 | 3 |
| 4 | 92,762,131 | 98.93 | 67 | | 18,000 | 0.02 | 1 | | 980,802 | 1.05 | 9 | | 45,971 | 4 |
| 5 | 93,668,081 | 99.89 | 70 | | 18,000 | 0.02 | 1 | | 82,035 | 0.09 | 5 | | 38,788 | 4 |
| 6 | 93,668,081 | 99.89 | 70 | | 18,000 | 0.02 | 1 | | 82,035 | 0.09 | 5 | | 38,788 | 4 |
| 7 | 93,683,663 | 99.92 | 69 | | 18,000 | 0.02 | 1 | | 59,270 | 0.06 | 3 | | 45,971 | 4 |
| 8 | 93,699,723 | 99.90 | 70 | | 18,000 | 0.02 | 1 | | 78,331 | 0.08 | 6 | | 10,850 | 1 |
| 9 | 93,780,904 | 99.97 | 70 | | 18,000 | 0.02 | 1 | | 8,000 | 0.01 | 2 | | 0 | 0 |
| 10 | 93,750,050 | 99.94 | 70 | | 18,000 | 0.02 | 1 | | 38,854 | 0.04 | 3 | | 0 | 0 |
| 11 | 91,246,885 | 97.28 | 66 | | 18,000 | 0.02 | 1 | | 2,535,857 | 2.70 | 13 | | 6,162 | 1 |
| 12 | 49,815,746 | 58.73 | 31 | | 18,000 | 0.02 | 1 | | 34,995,569 | 41.25 | 43 | | 8,977,589 | 6 |
Resolution 12, which was proposed as a special resolution to approve the New Articles, was not passed. The proposed amendments to the New Articles principally related to updates to bring them in line with current regulation and practice, which included the introduction of a virtual meeting provision or the ability to hold a hybrid meeting with physical and virtual attendees. These provisions were proposed in order to allow the Board some flexibility in the event of unforeseen events that may otherwise make holding a physical meeting impossible, such as those circumstances that occurred during the Covid pandemic. The Board was made aware, late in the AGM notice period, that certain of the proxy voting agents had recommended a vote against or provided an advisory note against this resolution to update the Articles, specifically due to the proposed changes to allow the Company to convene virtual-only general meetings. Apparently, this is part of a broader concern that companies are seeking to eliminate physical shareholder meetings as normal practice, something that may hinder meaningful exchanges between management and shareholders. This was never the Board's intention, and it remains committed to holding physical meetings whenever practicable, and to open engagement with shareholders. Indeed, providing the option to convene hybrid meetings allowing physical and virtual attendance would enhance the opportunities for more shareholders to participate in the Company's general meetings. Accordingly, the Board, via its corporate broker, will consult with key shareholders in relation to these provisions, with a view to ensuring that the Board's intention is clearly understood and that the Articles are updated at the next available general meeting to include, as a minimum, the rest of the changes described in the AGM circular and proposed to bring them in line with current regulation and practice.
The full text of the resolutions passed at the AGM may be found in the Notice of AGM published on 12 August 2024 on the Company's website and, in accordance with Listing Rule 9.6.1, available from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In accordance with Listing Rule 9.6.2, a copy of this announcement has been submitted to the National Storage Mechanism and will shortly be available for inspection.
Directorate Change
Following completion of the AGM held today, John Hallam retired from the Board, as previously announced on 12 June 2024. The Board wishes to again thank John for his highly valued contribution to the Company since 2016.
Notes:
1. Defined terms used in this announcement shall bear the meanings given in the Notice of AGM.
2. Ordinary resolutions are passed if more than 50% of votes are cast in favour of the resolution; extraordinary or special resolutions are passed if more than 75% of votes are cast in favour of the resolution.
3. The Discretionary votes received were voted in favour of each resolution.
4. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a particular resolution.
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