TIDMCAPD
RNS Number : 9312Z
Capital Limited
18 May 2023
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 FOR % VOTES AGAINST % VOTES VOTES TOTAL
NUMBER CAST CAST WITHHELD
-------------------- ------------ -------- ----------- -------- ----------- ------------
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 FOR % VOTES AGAINST % VOTES VOTES TOTAL
NUMBER CAST CAST WITHHELD
--------------------- ------------ -------- ---------- -------- ---------- ------------
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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END
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