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Harvest Technology Plc

AGM Information May 7, 2021

2055_rns_2021-05-07_3c64999d-b724-41ae-891d-063d3c888b32.pdf

AGM Information

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COMPANY ANNOUNCEMENT

Harvest Technology p.l.c.

Annual General Meeting 2021 held

Date of Announcement 7 May 2021
Reference No: 18/2021
Listing Rule: 5.16.18

QUOTE

The Board of Directors of Harvest Technology p.l.c. (the "Company") announces that the annual general meeting ("AGM") of the Company was held today, 7 May 2021, as previously announced, and is hereby reporting on the outcome of the proceedings of the AGM:

(1) Resolutions approved at the AGM

All of the resolutions put forward for approval by shareholders at the AGM were approved, as follows:

Ordinary business

i. Audited Financial Statements

The Audited Consolidated Financial Statements of the Company for the financial year ended 31 December 2020, together with the Directors' Report and Auditors' Report thereon, were received and approved.

ii. Dividend

The aggregate of the net interim dividends declared and distributed by the Board of Directors on 28 July 2020 (amounting to €546,785, or €0.024 per share), 4 November 2020 (amounting to €364,490, or €0.016 per share) and 26 March 2021 (amounting to €455,613, or €0.020 per share), amounting to an aggregate net dividend for the financial year ended 31 December 2020 of €1,366,888 (equivalent to €0.060 per share), be considered the aggregate net final dividend for the financial year ended 31 December 2020, and such aggregate netfinal dividend was approved.

iii. Re-appointment of Auditors

The appointment of Grant Thornton as auditors of the Company was approved and the Board of Directors was authorised to fix their remuneration.

iv. Aggregate remuneration of Directors

For the purpose of Article 21.1 of the Articles of Association of the Company, the aggregate remuneration that may be paid to the Directors of the Company for the financial year ending 31 December 2021 was fixed at €150,000.

(2) Remuneration Report - advisory vote

The Remuneration Report of the Company set out in the Directors' Report forming part of the Audited Consolidated Financial Statements of the Company for the financial year ended 31 December 2020 (the "Remuneration Report") was put to an advisory vote of the shareholders of the Company in accordance with Listing Rule 12.12L of the Listing Rules issued by the Listing Authority.

The Remuneration Report of the Company is available on the Company's website, at https://harvest.tech/renumeration-policy/.

(3) Appointment of Non-Executive Directors

Prof. Juanito Camilleri (non-executive director and chairman of the Board), was obliged to retire from office at the AGM in accordance with the mandatory rotation procedure contemplated by Article 16.3 of the Articles of Association of the Company. Mr. Georgios T. Kakouras was co-opted by the Board of Directors to the office of non-executive director of the Company in accordance with the co-option procedure contemplated by Article 18.3 of the Articles of Association of the Company, effective as from 4 November 2020 until the AGM, upon which his term of co-option automatically expired. Both directors were eligible for re-appointment at the AGM.

The following non-executive directors were not obliged to resign from office as a result of the application of the abovementioned rotation procedure: Mr. Conrad Aquilina, Mr. Keith Busuttil, Ms. Jacqueline Camilleri and Mr. Stephen Paris.

The Nominations Committee of the Company received two (2) valid nominations for the appointment of non-executive directors of the Company, in respect of Prof. Juanito Camilleri and Mr. Georgios T. Kakouras, which nominations were subsequently approved by the Nominations Committee. As the number of approved nominations did not exceed the number of vacancies on the Board of Directors

in terms of Article 5 of the Memorandum of Association of the Company, and in view of the fact that no member of the Company holding not less than 10% in nominal value of shares having voting rights demanded that a vote be taken in respect of all or any one or more of the Approved Candidates, both Prof. Juanito Camilleri and Mr. Georgios T. Kakouras were automatically appointed, without requiring a resolution to be voted upon, as Non-Executive Directors of the Company in accordance with Article 14.3 of the Articles of Association.

Consequently, with effect from the conclusion of the AGM, the Board of Directors of the Company is to be composed of six Directors, all of whom are non-executive directors, namely:

  • Mr Conrad Aquilina
  • Mr Keith Busuttil
  • Ms Jacqueline Camilleri
  • Prof Juanito Camilleri (Chairman of the Board)
  • Mr Georgios T. Kakouras
  • Mr Stephen Paris

(4) Other information

A recording of the remote AGM as well as a copy of the presentation delivered by management during the meeting are available on the Company's website, at https://harvest.tech/agm/

UNQUOTE

By order of the Board of Directors of Harvest Technology p.l.c.

Dr Malcolm Falzon Company Secretary

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