RIT Capital Partners PLC

AGM Information • Apr 25, 2019

National Storage Mechanism | Additional information

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RNS Number : 1284X

RIT Capital Partners PLC

25 April 2019

25 April 2019

RIT CAPITAL PARTNERS PLC (LEI: P31Q1NLTW35JJGHA4667)

RESULT OF ANNUAL GENERAL MEETING AND DIRECTORATE CHANGE

Annual General Meeting

The Annual General Meeting of RIT Capital Partners plc ('RIT') was held on Thursday 25 April 2019.

All resolutions as set out in the Notice of Meeting dated 20 March 2019 were passed and prints of the items of special business passed will shortly be available for inspection on the National Storage Mechanism.

The proxy votes cast on each resolution were as follows:

RESOLUTION		FOR/ DISCRETIONARY	AGAINST	VOTES WITHHELD
ORDINARY BUSINESS:
1.	Approval of the Directors' Report and Accounts for the year ended 31 December 2018	70,359,556	56,391	17,627
2.	Approval of the Directors' Remuneration Report for the year ended 31 December 2018	69,168,847	613,947	650,780
3.	Re-election of Lord Rothschild as a Director	58,168,362	4,111,745	8,152,992
4.	Re-election of Michael Marks as a Director	69,811,702	603,029	18,843
5.	Re-election of Mike Power as a Director	70,386,362	15,986	31,227
6.	Re-election of Hannah Rothschild as a Director	69,853,200	554,922	25,453
7.	Re- election of Amy Stirling as a Director	70,399,495	2,853	31,227
8.	Re-election of The Duke of Wellington as a Director	70,353,673	53,394	22,566
9.	Re-election of Philippe Costeletos as a Director	70,375,627	26,382	31,566
10.	Re-election of André Perold as a Director	70,376,961	25,387	31,227
11.	Re-election of Jeremy Sillem as a Director	62,476,902	7,420,223	535,974
12.	Election of Maggie Fanari as a Director	70,387,323	13,901	32,351
13.	Election of Sir James Leigh-Pemberton as a Director	69,841,988	577,971	13,616
14.	Re-appointment of Ernst & Young LLP as auditors	70,363,805	38,774	30,996
15.	To authorise the Directors to fix the remuneration of the auditors	70,389,781	20,221	23,573
SPECIAL BUSINESS:
16.	To renew the power to allot equity securities	70,373,532	31,200	28,843
17.	To authorise the Directors to allot equity securities for cash	63,037,804	7,882,816	28,948
18.	To renew the authority to repurchase up to 14.99 per cent. of the Company's issued share capital	70,377,080	31,923	24,572
19.	To change the notice period for general meetings other than annual general meetings to 14 days	69,850,655	564,226	18,694

Resolutions 1 to 16 were passed as ordinary resolutions and resolutions 17 to 19 were passed as special resolutions.

Proxy votes in favour of the Chairman of the Annual General Meeting to be cast at his discretion represented between 0.45% and 0.51 % of all votes cast on the above resolutions.

Election of Directors

Following the passing of all resolutions by shareholders at its Annual General Meeting, RIT announces the following elections to the Board with immediate effect:

Maggie Fanari

Maggie Fanari has been elected to the Board as a Non-executive Director. 

Ms. Fanari has been with the Ontario Teacher's Pension Plan since 2006.  She has structured and executed large scale, partnership-driven minority investments in both public and private companies across multiple sectors globally.  She moved to London in 2015 to head the High Conviction Equities (formerly Relationship Investing) team's direct equities investments for Europe, the Middle East, and Africa.  

She started her career as an auditor at KPMG and previously worked in equity research at Scotia Capital.  She is a Chartered Accountant, Chartered Financial Analyst charterholder and holds a BBA from the Schulich School of Business, York University. She is also a graduate of the Institute of Corporate Directors.

Ms. Fanari will sit on the Conflicts Committee and Remuneration Committee.

There are no other details that require to be disclosed in respect of her appointment pursuant to Rule 9.6.13 of the UK Listing Rules.

Sir James Leigh-Pemberton

Sir James Leigh-Pemberton has been elected to the Board as a Non-Executive Director.

Sir James joined UK Financial Investments (UKFI) in October 2013 as Chief Executive and in January 2014 James was appointed Executive Chairman. On 1 April 2016 James became Non-Executive Chairman of UKFI. Following the merger of UKFI and UK Government Investments (UKGI), he became Deputy Chairman of UKGI.

Before joining UKFI, he was Managing Director and Chief Executive Officer of Credit Suisse in the UK, based in London. In this role, he was responsible for developing the Bank's client relationships in Private Banking, Investment Banking and Asset Management in the UK. He was also a member of the Credit Suisse Europe, Middle East & Africa (EMEA) Operating Committee. He joined Credit Suisse First Boston (CSFB) in 1994. Prior to joining CSFB, he was a Director of S.G. Warburg Securities, where he worked for 15 years. 

In the 2019 New Year Honours List he received a knighthood for services to financial services, British industry and government.

He previously served as an independent non-executive Director of RIT from 2004 to 2013.

Sir James will sit on the Nominations Committee and Valuation Committee.

Sir James served as a Director of Shepherd Neame Limited until September 2016.  There are no other details that require to be disclosed in respect of his appointment pursuant to Rule 9.6.13 of the UK Listing Rules.

Composition of Board Committees

Philippe Costeletos has been appointed as Senior Independent Director with immediate effect, replacing Michael Marks, who is now deemed to be a Non-Independent Director.  In addition, Mr Costeletos has been appointed to the Conflicts Committee, with immediate effect and will become Chairman of the Conflicts Committee on 22 July 2019. 

Jeremy Sillem has been appointed as a member of the Nominations Committee, with immediate effect.  In addition, Mr. Sillem will be appointed to the Conflicts Committee with effect on 22 July 2019. 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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