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LOWLAND INV CO PLC

AGM Information Jan 28, 2025

5180_dva_2025-01-28_eb216a81-baf1-4ea3-a00c-1873d22583b6.html

AGM Information

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National Storage Mechanism | Additional information

RNS Number : 0126V

Lowland Investment Co PLC

28 January 2025

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

LOWLAND INVESTMENT COMPANY PLC

LEGAL ENTITY IDENTIFIER: 2138008RHG5363FEHV19

28 January 2025

LOWLAND INVESTMENT COMPANY PLC

Annual General Meeting held on 28 January 2025

Lowland Investment Company plc announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a show of hands. This included four Special Resolutions authorising:

-     up to 10% of the share capital to be issued or sold out of treasury without first

offering them to existing shareholders in accordance with statutory

pre-emption procedures;

-     market purchases of the Company's ordinary shares up to a maximum of 14.99% of the issued ordinary share capital (equivalent to £965,954.01 nominal value of ordinary shares as at today's date) at the maximum price per share (exclusive of expenses) not exceeding the higher of:

i)          105% of the average middle market quotations for the five business days preceding the date of purchase; and

ii)         the higher of the last independent bid and the highest current independent bid on the London Stock Exchange; and   

-     that a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice; and

-     that the Board be permitted to convene a General Meeting via electronic or hybrid means.

The full text of all the resolutions can be found in the Notice of Meeting which is on pages 84 - 90 of the annual report, copies of which are available for viewing at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Proxy votes submitted were as follows:

Resolutions Votes for (including at Chairman's discretion) % Votes against % Total votes cast Votes cast (excluding votes withheld) as a percentage of total voting rights Votes withheld
1.         Annual Report and audited financial statements 65,933,308 99.77 151,524 0.23 66,084,832 25.64 123,274
2.         Directors' Remuneration Report 64,508,634 98.37 1,065,701 1.63 65,574,335 25.44 633,771
3.         Approve a final dividend of 1.625p per share 66,004,297 99.82 118,572 0.18 66,122,869 25.65 85,237
4.         To elect Mark Lam as a Director 65,196,462 99.16 554,137 0.84 65,750,599 25.51 457,507
5.         To re-elect Duncan Budge as a Director 62,691,874 95.31 3,084,489 4.69 65,776,363 25.52 431,743
6.         To re-elect Susan Gaynor Coley as a Director 65,163,070 99.09 597,616 0.91 65,760,686 25.51 447,420
7.         To re-elect Helena Vinnicombe as a Director 65,178,738 99.07 613,388 0.93 65,792,126 25.52 415,980
8.         To re-elect Thomas Walker as a Director 65,203,713 99.16 553,851 0.84 65,757,564 25.51 450,542
9.   Re-appoint Ernst & Young LLP as statutory auditor 65,087,251 98.91 717,686 1.09 65,804,937 25.53 403,169
10. Authorise Directors to determine the remuneration of the statutory Auditor 65,473,672 99.35 430,659 0.65 65,904,331 25.57 286,025
11. Authority to allot relevant securities 65,534,976 99.44 365,811 0.56 65,900,787 25.57 307,319
12. Authority to disapply pre-emption rights* 64,979,865 98.68 869,940 1.32 65,849,805 25.55 358,301
13. Authority to repurchase ordinary shares* 65,653,448 99.59 269,099 0.41 65,922,547 25.58 285,559
14. 14 days' notice for a General Meeting* 65,266,384 98.98 669,699 1.02 65,936,083 25.58 272,023
15. Convene a General Meeting via electronic or hybrid means* 65,350,091 99.23 505,358 0.77 65,855,449 25.55 352,657

* special resolution

For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at close of business on 27 January 2025 (257,759,578), being the time at which a shareholder had to be registered in the Register of Members in order to vote at the Annual General Meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.

The number of ordinary shares in issue at the date of this announcement is 270,185,650 of which 12,426,072 are held in treasury. As at the date of this announcement the Company's total voting rights therefore comprises 257,759,578 shares with one vote each.

A copy of the proxy results will shortly be available on the Company's website at:

www.lowlandinvestment.com

A copy of the special business resolutions will be submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection on the NSM's website at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The Company announces that it has authority to repurchase a maximum of 38,638,161 of its ordinary shares (being its outstanding shareholder authority). Such authority lasts until the next shareholder authority granted, or where expressly revoked by shareholders.

The Company instructs J.P. Morgan Securities plc to act as its broker in respect of its market purchase transactions. The Company may utilise the authority to purchase shares by either a single purchase or a series of purchases when market conditions allow when they are trading at a discount to the underlying net asset value per share, with the aim of maximising the benefit to shareholders. This proposal does not indicate that the Company will purchase shares at any particular time or price, nor imply any opinion on the part of the Directors as to the market or other value of the Company's shares.  This arrangement is in accordance with Chapter 12 of the Financial Conduct Authority's Listing Rules and the Company's general authority to repurchase shares.

For further information please contact:

Harriet Hall

PR Director, Janus Henderson Investors

Telephone: 020 7818 2919

Janus Henderson Secretarial Services UK Limited

Lowland Investment Company plc

Tel: 020 7818 1818

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

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 [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

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