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Network International Holdings AGM Information 2021
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AGM Information
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National Storage Mechanism | Additional information 
RNS Number : 3320Z
Network International Holdings PLC
20 May 2021
Network International Holdings Plc
Results of Annual General Meeting 20 May 2021
Network International Holdings Plc (LSE: NETW) (the "Company"), the leading enabler of digital commerce across the Middle East and Africa (MEA), announces that its Annual General Meeting held at 11am on Thursday, 20 May 2021 was successfully concluded. All Resolutions were duly passed by way of a poll.
THE COMPANIES ACT 2006
NETWORK INTERNATIONAL HOLDINGS PLC
(A company limited by shares incorporated under the laws of England and Wales)
RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING OF NETWORK INTERNATIONAL HOLDINGS PLC (THE "COMPANY") HELD IN PHYSICAL AND ELECTRONIC MODE AT THE LINCOLN CENTRE, 18 LINCOLN'S INN FIELDS, LONDON, WC2A 3ED, UNITED KINGDOM AT 11:00AM ON THURSDAY, 20 MAY 2021
Resolutions 1 to 17 (inclusive) were proposed and passed as ORDINARY RESOLUTIONS and Resolutions 18, 19 and 20 were proposed and passed as SPECIAL RESOLUTIONS on a poll, and received the following votes:
| Resolutions passed | Votes "For" |
Votes "For" % | Votes "Against" | Votes "Against" % | Votes Total |
% of Issued Share Capital Voted | Votes "Withheld" | ||
| ORDINARY RESOLUTIONS: | |||||||||
| 1 | To receive the annual report and accounts of the Company for the year ended 31 December 2020. | 488,778,848 | 99.99 | 33,056 | 0.01 | 488,811,904 | 88.87% | 308,399 | |
| 2 | To approve the directors' remuneration report for the financial year ended 31 December 2020. | 478,739,260 | 98.36 | 7,968,902 | 1.64 | 486,708,162 | 88.49% | 2,412,141 | |
| 3 | To Re-elect Mr. Rohinton Kalifa, OBE as a director of the Company. | 452,915,960 | 96.33 | 17,248,882 | 3.67 | 470,164,842 | 85.48% | 18,955,461 | |
| 4 | To elect Nandan Mer as a director. | 488,884,613 | 99.95 | 235,690 | 0.05 | 489,120,303 | 88.93% | 0 | |
| 5 | To re-elect Darren Pope as a director. | 468,601,281 | 99.67 | 1,563,562 | 0.33 | 470,164,843 | 85.48% | 18,955,460 | |
| 6 | To re-elect Anil Dua as a director. | 489,120,303 | 100.00 | 0 | 0.00 | 489,120,303 | 88.93% | 0 | |
| 7 | To re-elect Victoria Hull as a director. | 468,963,900 | 99.74 | 1,200,943 | 0.26 | 470,164,843 | 85.48% | 18,955,460 | |
| 8 | To elect Rohit Malhotra as a director. | 488,387,694 | 99.85 | 732,609 | 0.15 | 489,120,303 | 88.93% | 0 | |
| 9 | To re-elect Ali Haeri Mazanderani as a director. | 489,078,200 | 99.99 | 42,103 | 0.01 | 489,120,303 | 88.93% | 0 | |
| 10 | To re-elect Habib Al Mulla as a director. | 468,963,900 | 99.74 | 1,200,943 | 0.26 | 470,164,843 | 85.48% | 18,955,460 | |
| 11 | To elect Diane Radley as a director. | 465,339,564 | 95.14 | 23,780,739 | 4.86 | 489,120,303 | 88.93% | 0 | |
| 12 | To elect Monique Shivanandan as a director. | 489,120,303 | 100.00 | 0 | 0.00 | 489,120,303 | 88.93% | 0 | |
| 13 | To re-elect Suryanarayan Subramanian as a director. | 487,687,958 | 99.71 | 1,432,345 | 0.29 | 489,120,303 | 88.93% | 0 | |
| 14 | To re-appoint KPMG LLP as auditors until the conclusion of the next annual general meeting at which the accounts are laid. |
489,087,246 | 99.99 | 33,056 | 0.01 | 489,120,302 | 88.93% | 1 | |
| 15 | To authorise the audit & risk committee for and on behalf of the board to determine the remuneration of the auditors. | 488,965,773 | 99.97 | 154,423 | 0.03 | 489,120,196 | 88.93% | 107 | |
| 16 | To grant authority to make political donations. | 487,775,023 | 99.96 | 188,613 | 0.04 | 487,963,636 | 88.72% | 1,156,667 | |
| 17 | To grant Authority to allot shares. | 368,382,967 | 75.32 | 120,737,336 | 24.68 | 489,120,303 | 88.93% | 0 | |
| SPECIAL RESOLUTIONS: | |||||||||
| 18 | To grant general authority to dis-apply pre-emption rights. | 488,999,396 | 100.00 | 4,107 | 0.00 | 489,003,503 | 88.91% | 116,800 | |
| 19 | To grant additional authority to dis-apply pre-emption rights | 484,973,326 | 99.18 | 4,030,176 | 0.82 | 489,003,502 | 88.91% | 116,801 | |
| 20 | To authorise market purchase of own shares | 488,932,823 | 99.99 | 33,056 | 0.01 | 488,965,879 | 88.90% | 154,424 | |
| 21 | To authorise that a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice. | 454,772,586 | 92.98 | 34,347,717 | 7.02 | 489,120,303 | 88.93% | 0 |
Notes:
1. Details of the resolutions are set out in the Notice of Annual General Meeting dated 08 April 2021 (which is available on the Company's website at https://investors.networkinternational.ae/).
2. Resolutions 1 to 17 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 18 to 21 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
3. There were 550,000,000 ordinary shares in issue all of which had the right to vote. None of the ordinary shares were held in treasury.
4. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
5. In accordance with Listing Rules 9.6.2R and 9.6.3R, copies of the resolutions numbered 18, 19, 20 and 21 will be submitted to the National Storage Mechanism as soon as practicable and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the resolutions may also be obtained from the Notice of Meeting which is available on the Company's website at https://investors.networkinternational.ae/.
We acknowledge that a number of our shareholders did not support resolution 17: Authority to Allot Shares
As explained in the Notice convening the Annual General Meeting, the authority sought by the Company is in accordance with the institutional guidelines issued by the UK Investment Association. While the authority sought is also in line with the prevailing voting guidelines of leading corporate governance agencies applicable to UK listed companies, the Directors have already communicated that they have no present intention of exercising this authority. However, if they do exercise the authority, the Directors intend to follow best practice as regards its use, as recommended by the Investment Association.
Whilst it remains standard market practice for many UK FTSE listed companies to retain this type of authority, we understand that some institutional investors, have specific policies against supporting this type of resolution. Following the outcome of today's vote, we will continue our ongoing dialogue with shareholders that do not support this authority and will keep best practice in this area under review.
Jaishree Razzaq
Chief Risk Officer & Group Company Secretary
Network International Holdings Plc
Enquiries
Network International [email protected]
Amie Gramlick: Head of Investor Relations
Finsbury [email protected]
James Leviton, Angy Knill: Media Relations
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