| For Immediate Release | 18 May 2023 |
Capital Limited
("Capital", the "Group" or the "Company")
Results of Annual General Meeting
The Board of Directors of Capital Limited announces that all resolutions put to shareholders at today's Annual General Meeting ("AGM") were duly passed by the requisite majorities on a poll.
The Company's issued share capital eligible to be voted at the AGM was 193,696,920 shares and 78.9% of the Company's issued share capital was voted at the AGM.
During today's AGM, Executive Chairman Jamie Boyton gave a presentation followed by a Q&A session with CEO Peter Stokes, for shareholders. The presentation can be found here (https://www.capdrill.com/investors/announcements).
The full text of each resolution is contained in the Notice of AGM, (also available on the Company's website at https://www.capdrill.com/investors/announcements). The total number of votes cast for each resolution is set out below:
| RESOLUTION NUMBER | FOR | % VOTES CAST | AGAINST | % VOTES CAST | VOTES WITHHELD | TOTAL |
| Ordinary Resolution 1: Adopt the Report & Accounts for year ended 2022
| 151,450,846 | 100.00 | 0 | 0.00 | 1,467,153 | 151,450,846 |
| Ordinary Resolution 2: Approval of the Directors' Remuneration Report for year ended 2022 | 149,242,899 | 98.56 | 2,175,100 | 1.44 | 1,500,000 | 151,417,999 |
| Ordinary Resolution 3: Re-election of Alexander Davidson* | 99,210,912 | 71.03 | 40,464,698 | 28.97 | 13,242,389 | 139,675,610 |
| Ordinary Resolution 4: Re-election of David Abery | 130,708,429 | 86.32 | 20,709,570 | 13.68 | 1,500,000 | 151,417,999 |
| Ordinary Resolution 5: Re-election of Michael Rawlinson | 145,879,275 | 95.40 | 7,038,724 | 4.60 | 0 | 152,917,999 |
| Ordinary Resolution 6: Re-election of Jamie Boyton | 145,042,253 | 94.85 | 7,875,746 | 5.15 | 0 | 152,917,999 |
| Ordinary Resolution 7: Re-election of Peter Stokes | 152,764,979 | 99.90 | 153,020 | 0.10 | 0 | 152,917,999 |
| RESOLUTION NUMBER | FOR | % VOTES CAST | AGAINST | % VOTES CAST | VOTES WITHHELD | TOTAL |
| Ordinary Resolution 8: Re-election of Brian Rudd | 151,216,847 | 99.87 | 201,152 | 0.13 | 1,500,000 | 151,417,999 |
| Ordinary Resolution 9: Re-election of Catherine (Cassie) Boggs | 147,210,052 | 97.08 | 4,432,947 | 2.92 | 1,275,000 | 151,642,999 |
| Ordinary Resolution 10: Re-appointment of BDO LLP (auditor) | 151,308,629 | 98.95 | 1,609,370 | 1.05 | 0 | 152,917,999 |
| Ordinary Resolution 11: authorise the Directors to agree the auditor's remuneration | 152,840,757 | 99.95 | 76,542 | 0.05 | 700 | 152,917,299 |
| Ordinary Resolution 12: authority to allot relevant securities | 150,455,368 | 98.39 | 2,461,431 | 1.61 | 1,200 | 152,916,799 |
| Special Resolution 13: disapplication of pre-emption rights | 150,452,729
| 98.39 | 2,464,270 | 1.61 | 1,000 | 152,916,999 |
| Special Resolution 14: market purchase of ordinary shares | 150,772,543
| 99.16 | 1,275,000 | 0.84 | 870,456 | 152,047,543 |
\* The Board notes that for resolution 3, the re-election of Alexander Davidson, 28.97% votes were recorded against his reappointment. The Board notes that Mr Davidson is no longer considered independent in terms of provision 10 of the 2018 UK Corporate Governance Code ("the Code") due to the time he has served on the Capital board.
The Board is cognisant of the requirements of the Code and wishes to comply with it as far as is practicable.
With immediate effect Mr Davidson will step down from the Audit, Remuneration and Nomination Committees and Cassie Boggs will be appointed to the Audit Committee. Following this, each one of the three governance committees will be comprised solely of independent non-executive directors.
At the same time, it is important to note that the new Listing Rule on diversity & inclusion came into effect for financial periods commencing on or after 1 April 2022 and, as stated in the Company's 2022 Annual Report, a search is underway for an additional female independent director to join the Capital Board.
When this search is completed and the new director is appointed, the complement of the governance committees may be changed, but they will still be comprised solely of independent non-executive directors.
It is intended that, due to his skills and experience which are of significant and unique value to the Company, Mr Davidson will remain on the Board as a non-executive director, but as he is not considered independent, he will as above not serve on any of the governance committees.
The Company will consult with shareholders shortly with regards to the above plans, and take any comments raised into account as these plans are actioned. In accordance with provision 4 of the Code, the Board will provide an update on these shareholder engagements within six months of the AGM.
A copy of the results of the AGM, along with a copy of resolutions passed other than those concerning ordinary business at the AGM, have been submitted to the Financial Services Authority's National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
- ENDS -
For further information, please visit Capital's website www.capdrill.com or contact
Capital Limited investor@capdrill.com
Jamie Boyton, Executive Chairman
Peter Stokes, Chief Executive Officer
Rick Robson, Chief Financial Officer
Conor Rowley, Investor Relations & Corporate Development Manager
Tamesis Partners LLP +44 20 3882 2868
Charlie Bendon
Richard Greenfield
Stifel Nicolaus Europe Limited +44 20 7710 7600
Ashton Clanfield
Callum Stewart
Rory Blundell
Buchanan +44 20 7466 5000
Bobby Morse capital@buchanan.uk.com
George Pope
About Capital Limited
Capital Limited is a leading mining services company providing a complete range of drilling, mining, maintenance and geochemical laboratory solutions to customers within the global minerals industry, focusing on the African markets. The Company's services include: exploration, delineation and production drilling; load and haul services; maintenance; and geochemical analysis. The Group's corporate headquarters are in London and it has established operations in Canada, Côte d'Ivoire, Egypt, Guinea, Kenya, Mali, Mauritania, Nigeria, Saudi Arabia, Sudan and Tanzania.
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