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1 July 2022
Literacy Capital Plc
Results of the Annual General Meeting held on 30 June 2022
Literacy Capital Plc (the "Company") is pleased to announce that all of the resolutions put forward at its Annual General Meeting in respect of the period ending 31 December 2021 held on 30 June 2022 were duly passed.
The text of all the resolutions is contained in the notice of meeting in the Company's circular dated 6 June 2022.
As contemplated in the circular to shareholders on 6 June 2022, the votes were conducted on a poll with the chair of the meeting casting their vote in accordance with the proxy votes held by them as set out below.
The votes received were as follows:
| Resolution | In Favour/Discretionary | Against | Withheld | Total proxy votes cast | Percentage of issued share capital voted (%) | |||
| Total votes | Percentage | Total votes | Percentage | | | | ||
| Ordinary resolutions | | | ||||||
| 1. | To receive the reports of the Directors and the Auditors and the audited accounts for the financial year ended 31 December 2021. | 30,689,228 | 100.00% | 0 | 0.00% | 0 | 30,689,228 | 51.15% |
| 2. | To approve the Directors' remuneration report. | 30,688,974 | 100.00% | 254 | 0.00% | 0 | 30,689,228 | 51.15% |
| 3. | To approve the Directors' remuneration policy. | 30,688,974 | 100.00% | 254 | 0.00% | 0 | 30,689,228 | 51.15% |
| 4. | To re-elect Paul Pindar as a Director of the Company. | 30,688,974 | 100.00% | 254 | 0.00% | 0 | 30,689,228 | 51.15% |
| 5. | To re-elect Richard Pindar as a Director of the Company. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 6. | To re-elect Simon Downing as a Director of the Company. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 7. | To re-elect Kevin Dady as a Director of the Company. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 8. | To re-elect Rachel Murphy as a Director of the Company. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 9. | To re-elect Christopher Sellers as a Director of the Company. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 10. | To appoint Mazars LLP as auditors to the Company. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 11. | To authorise the Directors to fix the auditors' remuneration. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 12. | To approve the amendment to the Company's dividend policy to permit the Directors to declare interim dividends to ensure compliance with the Investment Trust (Approved Company) (Tax) Regulations 2011. | 30,684,494 | 100.00% | 0 | 0.00% | 0 | 30,684,494 | 51.14% |
| 13. | To approve the Company's use of electronic communications with Shareholders. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 14. | To authorise the Directors to allot Ordinary Shares under section 551 Companies Act 2006 up to an aggregate nominal amount of £12,000. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| | Special resolutions | | | |||||
| 15. | To disapply statutory pre-emption rights under section 570 Companies Act 2006 up to an aggregate nominal value of £12,000. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 16. | To authorise the Company to make an off-market purchase of its own deferred shares. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 17. | To authorise the Company to make a market purchase of its own Ordinary Shares. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
| 18. | To permit general meetings to be called on 14 days' notice. | 30,684,240 | 100.00% | 254 | 0.00% | 0 | 30,684,494 | 51.14% |
Notes:
(i) Votes 'For' include those votes giving the Chair discretion.
(ii) The number of ordinary shares in issue on 30 June 2022 was 60,000,000. Shareholders are entitled to one vote per share.
(iii) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
Full details of the resolutions are set out in the Notice of Annual General Meeting dated 6 June 2022 (which is available on the Company's website at www.literacy capital.com).
Resolutions 1 to 14 were ordinary resolutions, requiring more than 50 per cent. of shareholders' votes to be cast in favour of the resolutions. Resolutions 15 to 18 were special resolutions, requiring at least 75 per cent. of shareholders' votes to be cast in favour of the resolutions.
A copy of all the resolutions passed at the Annual General Meeting has been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
For further information, please contact:
Literacy Capital plc / Literacy Capital Asset Management LLP:
Richard Pindar / Tom Vernon
+44 (0) 20 3960 0280
Singer Capital Markets Securities Limited:
Robert Peel / Amanda Gray
+44 (0) 20 7496 3000
LEI: 2549006P3DFN5HLFGR54
A copy of this announcement will be available on the Company's website at https://www.literacycapital.com/. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
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