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Custodian REIT plc (CREI)
01-Sep-2020 / 15:07 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
1 September 2020
Custodian REIT plc
("Custodian REIT" or "the Company")
Results of Annual General Meeting
Custodian REIT (LSE: CREI), the UK commercial real estate investment company, is pleased to announce that following the Annual General Meeting of the Company held earlier today, all resolutions were approved on a poll. A summary of the results of the poll are set out below:
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Resolution
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Votes for
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% of votes cast
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Votes against
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% of votes cast
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Votes withheld*
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ORDINARY RESOLUTIONS
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1
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To receive and adopt the Company's report and accounts for the financial year ended 31 March 2020
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92,493,225
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99.95
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41,828
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0.05
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252,245
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2
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To approve the directors' remuneration policy
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92,745,470
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99.95
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41,828
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0.05
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0
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3
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To approve the directors' remuneration report to 31 March 2020
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92,787,299
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100
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0
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0
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0
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4
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To elect Hazel Adams as a director
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92,787,299
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100
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0
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0
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0
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5
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To re-elect Barry Gordon Gilbertson as a director
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92,447,882
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99.63
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339,417
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0.37
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0
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6
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To re-elect David Ian Hunter as a director
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70,940,823
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76.46
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21,846,475
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23.54
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0
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7
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To re-elect Ian Thomas Mattioli as a director
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69,886,118
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75.32
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22,901,180
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24.68
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0
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8
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To re-elect Matthew Wadman John Thorne as a director
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92,447,882
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99.63
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339,417
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0.37
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0
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9
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To re-appoint Deloitte LLP as auditor to the Company
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92,787,299
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100
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0
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0
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0
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10
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To authorise the directors to agree and fix the auditor's remuneration
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92,725,934
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99.93
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61,365
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0.07
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0
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11
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To grant the directors authority to allot ordinary shares in the capital of the Company
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90,941,177
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98.01
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1,846,122
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1.99
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0
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12
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To approve the amended Investment Policy
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92,787,299
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100
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0
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0
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0
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SPECIAL RESOLUTIONS
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13
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To disapply statutory pre-emption rights on the allotment of ordinary shares in the capital of the Company
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82,648,186
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89.07
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10,139,112
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10.93
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0
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14
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To further disapply the statutory pre-emption rights on the allotment of Ordinary Shares
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81,060,943
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87.36
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11,726,355
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12.64
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0
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15
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To authorise the Company to make market purchases of ordinary shares of £0.01 each in the capital of the Company
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92,487,305
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99.74
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238,628
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0.26
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61,365
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16
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That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice
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86,712,641
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93.52
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6,006,876
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6.48
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0
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*NB: The percentage of votes cast for and against excludes withheld votes.
In relation to resolutions 6 and 7 to re-elect David Hunter and Ian Mattioli as Directors of the Company the Board understands, based on contact from proxy voting agencies prior to the AGM, that the votes received against their re-election relate specifically to David's role as Chair of the Nominations Committee and Ian's position as non-independent Director. Due to a 22% turnout, votes against resolutions 6 and 7 comprised only 5% of shareholders.
The gender diversity recommendations of the Hampton-Alexander Review are for at least 33% female representation on listed company boards. Importantly, the recommendation only applies to FTSE350 companies, whereas the Company is a constituent of the FTSESmallCap Index, where no such recommendations apply. However, with the appointment of Hazel Adam during the past year, the female representation on the Board is 20%. The Board recognises the value and importance of diversity in the boardroom and steps are already being taken to increase female representation on the Board through delivery of the Company's succession plan. More information on succession will be set out in the Company's Interim Report for the period ending 30 September 2020.
Ian Mattioli is Chief Executive of Mattioli Woods plc, the parent company of the Company's Investment Manager, and is a director of the Investment Manager, and as a result is not independent. Ian is not a member of the Company's Audit and Risk, Remuneration or Management Engagement Committees and does not participate in setting the fees paid to the Investment Manager. The Corporate Governance Guide for Investment Companies states a majority of the Board should be independent of the Investment Manager with no more than one employee of the Investment Manager on the Board, and the Company complies with this guidance as Ian is the Company's only non-independent Director. The Board believes Ian's experience and perspective representing one of its substantial shareholders adds significant value to the Company.
The Investment Manager will continue to seek feedback on these issues through its regular engagement with shareholders.
The Company confirms that copies of all resolutions passed at the Annual General Meeting will be submitted to the National Storage Mechanism (NSM) at https://marketoversight.fca.org.uk and will shortly be available for viewing.
- Ends -
For further information, please contact:
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Custodian Capital Limited
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Richard Shepherd-Cross / Ed Moore / Ian Mattioli MBE
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Tel: +44 (0)116 240 8740
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www.custodiancapital.com
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Numis Securities Limited
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Hugh Jonathan/Nathan Brown
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Tel: +44 (0)20 7260 1000
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www.numiscorp.com
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Camarco
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Ed Gascoigne-Pees
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Tel: +44 (0)20 3757 4984
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www.camarco.co.uk
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