RIT Capital Partners PLC

AGM Information • May 26, 2020

National Storage Mechanism | Additional information

RNS Number : 9838N

RIT Capital Partners PLC

26 May 2020

26 May 2020

RIT CAPITAL PARTNERS PLC (LEI: P31Q1NLTW35JJGHA4667) 

RESULT OF ANNUAL GENERAL MEETING - (ALL RESOLUTIONS PASSED)

AND DIRECTORATE CHANGES

The Annual General Meeting of RIT Capital Partners plc ('Company') was held on Tuesday 26 May 2020.

All resolutions as set out in the Notice of Meeting dated 20 April 2020 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 follow:

RESOLUTION		FOR/ DISCRETIONARY	AGAINST	VOTES WITHHELD
ORDINARY BUSINESS:
1.	Approval of the Directors' Report and Accounts for the year ended 31 December 2019	73,390,547	30,116	3,683,630
2.	Approval of the Directors' Remuneration Report for the year ended 31 December 2019	54,665,997	8,175,770	17,029,086
3.	Approval of the Directors' Remuneration Policy	75,438,607	62,857	4,367,470
4.	Re-election of Sir James Leigh-Pemberton as a Director	72,759,384	620,902	3,720,687
5.	Re-election of Philippe Costeletos as a Director	73,369,407	13,545	3,720,342
6.	Re-election of Maggie Fanari as a Director	73,396,486	18,611	3,688,197
7.	Re-election of André Perold as a Director	73,374,907	6,775	3,721,612
8.	Re-election of Mike Power as a Director	73,378,128	2,832	3,722,334
9.	Re-election of Hannah Rothschild as a Director	73,406,594	11,650	3,685,050
10.	Re-election of Jeremy Sillem as a Director	50,570,344	22,812,151	3,720,798
11.	Re-election of Amy Stirling as a Director	73,411,761	3,336	3,688,197
12.	Election of Maxim Parr as a Director	73,365,811	8,504	3,728,979
13.	Election of Jonathan Sorrell as a Director	73,361,491	15,663	3,726,140
14.	Re-appointment of Ernst & Young LLP as auditors	73,355,614	44,946	3,702,734
15.	To authorise the Directors to fix the remuneration of the auditors	73,404,247	10,172	3,688,875
SPECIAL BUSINESS:
16.	To renew the power to allot equity securities	73,289,222	121,969	3,692,103
17.	To authorise the Directors to allot equity securities for cash	73,406,494	6,433,756	31,129
18.	To renew the authority to repurchase up to 14.99 per cent. of the Company's issued share capital	70,119,541	35,992	3,689,114
19.	To change the notice period for general meetings other than annual general meetings to 14 days	69,375,318	785,171	3,684,158

Resolutions 1 to 16 were passed as ordinary resolutions and resolutions 17 to 19 were passed as special resolutions.  The Board notes that Resolution 10 was passed with more than 20% of votes against.  Therefore, the Company will continue to consult relevant shareholders and will respond in due course.

Election of Directors

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

Maxim Parr

Maxim Parr started his career at Jardine Matheson and has over 15 years' experience working in cross-border investment between Asia and Europe.  Maxim lived in Beijing for well over a decade where, as Founder and CEO of Atlas Capital Group, he worked alongside FTSE 100 and European corporates on their China investment strategy in startups, growth capital and buyouts.  Working between Paris and Asia, Maxim is co-founder and CEO of nr2, a cross border technology investment platform.

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.

Jonathan Sorrell

Jonathan Sorrell is President of Capstone, a global asset manager, having previously been President of Man Group plc.   As President of Man Group, Jonathan had responsibility for global sales and marketing, certain investment businesses (Man Global Private Markets and Man Financial Risk Management) and group strategy and M&A.  Previously, Jonathan was Chief Financial Officer of Man Group, having joined from Goldman Sachs where he was a Managing Director.

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

Pursuant to Listing Rule 9.6.11R, the Company announces the following changes to the composition of its Board Committees with immediate effect:

Jonathan Sorrell has been appointed to the Audit and Risk Committee;

Maxim Parr has been appointed to the Conflicts Committee, and the Valuation Committee;

Philippe Costeletos has been appointed to the Nominations Committee;

Sir James Leigh-Pemberton has been appointed to the Remuneration Committee; and

Jeremy Sillem has stepped down from the Audit and Risk Committee.

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