7th Aug 2014 14:26
7 August 2014
INFINIS ENERGY PLC
(Symbol:INFI)
RESULT OF AGM
The first annual general meeting ("AGM") of Infinis Energy plc was held in the Delapre Room at the Northampton Marriott Hotel, Eagle Drive, Northampton NN4 7HW on Thursday, 7 August 2014 at 12 noon.
All resolutions as set out in the Notice of Meeting dated 8 July 2014 were duly passed on a show of hands. In line with best practice, Infinis Energy plc announces that the following proxy votes were received in relation to the resolutions proposed at the AGM.
Resolution Number | Number of Votes For + Discretion | % of Votes For + Discretion | Number of Votes Against | % of Votes Against | Total Votes Cast |
1 Annual Report and Accounts | 264,992,119 | 100.00% | 0 | 0.00% | 264,992,119 |
2 Directors remuneration policy | 237,787,167 | 97.81% | 5,335,019 | 2.19% | 243,122,186 |
3 Directors remuneration report | 255,191,584 | 98.86% | 2,952,728 | 1.14% | 258,144,312 |
4 Declaration of dividend | 264,994,619 | 100.00% | 0 | 0.00% | 264,994,619 |
5 To elect Gordon Boyd | 264,666,281 | 99.88% | 328,338 | 0.12% | 264,994,619 |
6 To elect Alan Bryce | 264,986,242 | 100.00% | 8,377 | 0.00% | 264,994,619 |
7 To elect Christopher Cole | 264,986,242 | 100.00% | 8,377 | 0.00% | 264,994,619 |
8 To elect Radu Gruescu | 264,549,166 | 99.83% | 445,453 | 0.17% | 264,994,619 |
9 To elect Raymond King | 264,986,242 | 100.00% | 8,377 | 0.00% | 264,994,619 |
10 To elect Michael Kinski | 264,549,166 | 99.83% | 445,453 | 0.17% | 264,994,619 |
11 To elect Eric Machiels | 264,666,281 | 99.88% | 328,338 | 0.12% | 264,994,619 |
12 To elect Ian Marchant | 247,839,274 | 97.08% | 7,458,411 | 2.92% | 255,297,685 |
13 To elect Sally Morgan | 264,986,242 | 100.00% | 8,377 | 0.00% | 264,994,619 |
14 Re-appointment of auditors | 263,724,005 | 99.53% | 1,254,287 | 0.47% | 264,978,292 |
15 Auditors remuneration | 264,976,396 | 100.00% | 1,089 | 0.00% | 264,977,485 |
16 Authority to make political donations | 260,662,929 | 99.95% | 126,134 | 0.05% | 260,789,063 |
17 Authority to allot shares | 264,992,723 | 100.00% | 1,896 | 0.00% | 264,994,619 |
18 Disapplication of pre-emption rights | 264,992,262 | 100.00% | 1,550 | 0.00% | 264,993,812 |
19 Authority to purchase own shares | 264,486,118 | 99.81% | 508,501 | 0.19% | 264,994,619 |
20 Notice periods for general meetings | 263,968,454 | 99.61% | 1,026,165 | 0.39% | 264,994,619 |
The proxy figures for the resolutions will also be displayed on the corporate website www.infinis.com.
In compliance with LR 9.6.2R, LR 9.6.3R and LR 9.6.18R, Infinis Energy plc announces that the following special resolutions were passed on a show of hands at the AGM.
Resolution 18
That, subject to resolution 17 being passed, in substitution for all subsisting authorities, the Directors be and are hereby empowered to allot equity securities (as defined in the Act) for cash pursuant to the authority conferred on the Directors by resolution 17 and/or where such allotment constitutes an allotment of equity securities under section 560(3) of the Act, free of the restrictions in section 561(1) of the Act, provided that this power shall be limited to:
a. the allotment of equity securities in connection with an offer or issue of equity securities to:
i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. holders of other equity securities, as required by the rights of those securities or as the Directors otherwise consider necessary,
but so that the Directors may impose any limits or make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems under the laws of, or the requirements of, any relevant regulatory body or stock exchange, in any territory or any matter whatsoever; and
b. the allotment (otherwise than pursuant to subparagraph a above) of equity securities up to an aggregate nominal amount of £150,000,
and shall expire at the end of the next annual general meeting of the Company to be held in 2015 or, if earlier, at the close of business on 7 November 2015, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the relevant authority conferred hereby had not expired.
Resolution 19
That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases within the meaning of section 693(4) of the Act) of its own ordinary shares of £0.01 each ("Ordinary Shares"), provided that the:
a. maximum number of Ordinary Shares hereby authorised to be purchased is 30,000,000;
b. minimum price, exclusive of expenses, which may be paid for each Ordinary Share is £0.01;
c. maximum price, exclusive of expenses, which may be paid for each Ordinary Share shall be the higher of (i) an amount equal to 5% above the average market value for the Company's Ordinary Shares for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Official List at the time the purchase is carried out; and
d. authority conferred by this resolution shall, unless renewed prior to such time, expire at the end of the next annual general meeting of the Company to be held in 2015 or, if earlier, at the close of business on 7 November 2015, save that the Company may, before such expiry, enter into a contract for the purchase of Ordinary Shares which would or might be completed wholly or partly after such expiry and the Company may purchase Ordinary Shares pursuant to any such contract as if this authority had not expired.
Resolution 20
That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.
- ENDS -
For more information, please contact:
Infinis Energy plc Samantha Calder, Group Company Secretary
01604 662400
Brunswick Group Justine McIlroy / David Litterick
+44 20 7404 5959
Related Shares:
INFI.L