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Buligo Capital Ltd

AGM Information May 18, 2023

6708_dva_2023-05-18_7b83fce7-5994-442b-bce9-5ba93e0a8f96.pdf

AGM Information

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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
NUMBER
FOR % VOTES
CAST
AGAINST % VOTES
CAST
VOTES
WITHHELD
TOTAL
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
NUMBER
FOR % VOTES
CAST
AGAINST % VOTES
CAST
VOTES
WITHHELD
TOTAL
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 [email protected] Jamie Boyton, Executive Chairman Peter Stokes, Chief Executive Officer Rick Robson, Chief Financial Officer Conor Rowley, Investor Relations & Corporate Development Manager

Tamesis Partners LLP
Charlie Bendon
Richard Greenfield
+44 20 3882 2868
Stifel Nicolaus Europe Limited
Ashton Clanfield
Callum Stewart
Rory Blundell
+44 20 7710 7600
Buchanan
Bobby Morse
George Pope
+44 20 7466 5000
[email protected]

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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