VPC Specialty Lending Investments plc
(the "Company")
23 June 2023
Annual General Meeting Results
The Company announces that at its Annual General Meeting ("AGM") held today all of resolutions set out in the Notice of AGM were passed by the requisite majority. Each resolution put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:
| Resolution | For (No. of shares) | For (%) | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) | Total issued. share capital instructed (%) |
| 1. To receive the Annual Report and Accounts | 186,460,647 | 99.98% | 37,000 | 0.02% | 159,989 |
67.01% |
| 2. To approve the Directors' Remuneration Report | 186,238,658 | 99.95% | 88,453 | 0.05% | 330,525 |
66.93% |
| 3. To approve the Directors' Remuneration Policy | 186,238,658 | 99.95% | 96,677 | 0.05% | 322,301 |
66.93% |
| 4. To approve the Dividend Policy | 186,460,647 | 99.98% | 37,000 | 0.02% | 159,989 |
67.00% |
| 5. To re-elect Graeme Proudfoot as a Director | 137,523,209 | 78.18% | 38,390,235 | 21.82% | 10,744,192 |
49.42% |
| 6. To re-elect Oliver Grundy as a Director | 164,663,480 | 93.60% | 11,249,965 | 6.40% | 10,744,191 |
59.18% |
| 7. To re-elect Mark Katzenellenbogen as a Director | 157,951,449 | 89.81% | 17,922,781 | 10.19% | 10,783,406 |
56.76% |
| 8. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company | 178,325,191 | 95.65% | 8,105,422 | 4.35% | 227,023 |
64.08% |
| 9. To authorise the Audit and Valuation Committee to determine the auditors' remuneration | 186,381,389 | 99.98% | 45,224 | 0.02% | 231,023 |
66.98% |
| 10. To authorise the Directors to allot ordinary shares | 143,132,602 | 76.78% | 43,285,821 | 23.22% | 239,213 |
51.43% |
| 11. To dis-apply pre-emption rights.* | 142,854,748 | 76.61% | 43,605,713 | 23.39% | 197,175 |
51.44% |
| 12. To authorise the Company to make market purchases of its own ordinary shares.* | 157,924,428 | 84.68% | 28,576,742 | 15.32% | 156,466 |
56.75% |
| 13. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.* | 175,969,733 | 94.38% | 10,476,438 | 5.62% | 211,465 |
63.24% |
*Special Resolution
The Board will engage with those shareholders that voted against Resolutions 5, 10 and 11 in order to understand their concerns. The Board will update shareholders on the outcome of these discussions.
Finally, the Board wishes to remind shareholders that in accordance with the announcement released on 31 May 2023, Ms Elizabeth Passey and Mr Clive Peggram did not seek re-election at the AGM. Following those changes to the composition of the Board, Mr Mark Katzenellenbogen will assume the role of the Chair of the Disclosure Committee and Mr Oliver Grundy will take on the role of Chair of the Management Engagement Committee with effect from today.
| NOTES:
| |
| 1. | All resolutions were passed. |
| 2. | Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution. |
| 3. | Votes "For" and "Against" any resolution are expressed as a percentag today today todaye of votes validly cast for that resolution. |
| 4. | A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution. |
| 5. | The number of shares in issue at close of business on 23 June 2023 was 278,276,392 (the "Share Capital") and at that time, the Company held 104,339,273 shares in treasury. |
| 6. | The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Share Capital. |
| 7. | The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.vpcspecialtylending.com. |
| 8. | A copy of resolutions 11-13 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism |
| 9. | The complete poll results will be available shortly on the Company's website at www.vpcspecialtylending.com
|
Link Company Matters Limited
Secretary
LEI: 549300UPEXC5DQB81P34
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