Annual General Meeting 2023
Highcroft Investments plc
(the "Company" or "Highcroft")
Results of the Annual General Meeting held on 17 May 2023
Highcroft announces that at its Annual General Meeting, which was held at 12.00 noon today, all the proposed resolutions were duly approved by the shareholders by way of a poll. Resolutions 1 to 11 were proposed as ordinary resolutions and Resolution 12 as a special resolution. The full text of the resolutions considered at the AGM are contained in the Notice of AGM published on 17 April 2023 which is available on the Company's website at www.highcroftplc.com. Results of the poll vote on each resolution are set out below.
Under the Financial Conduct Authority's Listing Rules, because the Kingerlee Concert Party is classed as a "controlling shareholder" (defined as a person who exercises or controls, on their own or together with any other person with whom they are acting in concert, 30% or more of the voting rights in the Company) a resolution for the election and re-election of independent directors must be approved by an ordinary resolution of, the shareholders and separately approved by, those shareholders who are not controlling shareholders (the "Independent Shareholders").
Accordingly, the results below show the voting by all shareholders and, separately, on resolutions 5 and 6 only, the voting by the Independent Shareholders (which excludes the voting interest of the Kingerlee Concert Party, as controlling shareholder, holding 2,127,382 ordinary shares which represents 40.86% of the issued ordinary share capital of the Company).
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| In favour | Against |
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| RESOLUTION | Votes | % | Votes | % | Withheld |
| 1 | To receive the 2022 Annual Report | 2,804,600 | 100 | 0 | 0 | 0 |
| 2 | To approve a final property income distribution of 33p per share on the ordinary shares of the Company | 2,804,600 | 100 | 0 | 0 | 0 |
| 3 | To approve the directors' remuneration report | 2,781,011 | 99.16 | 23,589 | 0.84 | 0 |
| 4 | To approve the directors' remuneration policy | 2,781,011 | 99.16 | 23,589 | 0.84 | 0 |
| 5 | To re-elect Charles Butler | 2,801,877 | 99.90 | 2,723 | 0.10 | 0 |
| 6 | To re-elect Simon Costa | 2,801,877 | 99.90 | 2,723 | 0.10 | 0 |
| 7 | To re-elect Roberta Miles | 2,801,877 | 99.90 | 2,723 | 0.10 | 0 |
| 8 | To elect Paul Leaf-Wright | 2,786,074 | 99.99 | 287 | 0.01 | 18,239 |
| 9 | To elect David Warlow | 2,786,074 | 99.99 | 287 | 0.01 | 18,239 |
| 10 | Reappointment of auditor | 2,804,600 | 100 | 0 | 0 | 0 |
| 11 | Remuneration of auditor. | 2,804,600 | 100 | 0 | 0 | 0 |
| 12 | Authority for reduced notice of a general meeting other than an AGM | 2,802,100 | 99.91 | 2,500 | 0.09 | 0 |
Votes of Independent Shareholders (excluding the voting interest of the Kingerlee Concert Party)
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| In favour | Against |
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| RESOLUTION | Votes | % | Votes | % | Withheld |
| 5 | Re-elect Charles Butler. | 937,404 | 99.71 | 2,723 | 0.29 | 0 |
| 6 | Re-elect Simon Costa. | 937,404 | 99.71 | 2,723 | 0.29 | 0 |
Notes:
(a) The votes in favour include those votes giving the Chairman discretion.
(b) A vote withheld is not a vote in law and is not counted in the votes for or against a resolution.
Enquiries:
Highcroft Investments PLC
Paul Leaf-Wright/Roberta Miles 01869 352766
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020 7496 3000 |
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