AGM Information • Apr 28, 2020
AGM Information
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London, 27 April 2020 // Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) ("PSH" or the "Company") today held its Annual General Meeting of shareholders ("AGM") at Woodgrange, Fort Road, St. Peter Port, Guernsey, GY1 1ZW. At the AGM, shareholders passed resolutions to: receive the annual report and the financial statements, renew PSH's share buy-back authority, re-appointment PSH's auditor, permit the disapplication of shareholders' pre-emption rights for any share issuance of 10% or less, and re-elect PSH's current directors with the exception of William Scott, who had been a director since 2012 and did not offer himself up for re-election due to his commitments to other directorships. All resolutions were passed on a poll.
The specifics of those resolutions can be can be found in the Notice of Annual General Meeting available on the Company's website: https://pershingsquareholdings.com/company-reports/noticesshareholders/.
The results of the proxy voting of PSH's Public Share are noted in the chart below. A vote withheld is not a vote in law and has not been counted in the votes for or against a resolution. All of the Management Shares voted in favour of the resolutions and represented 5,795,302 votes. PS Independent Voting Company Limited ("VoteCo") voted its Special Voting Share in favour of the resolutions. The percentages in the chart aggregate the results of voting by the Public Shares, Management Shares and VoteCo, as applicable. Resolutions 4 and 9 are Specified Matters for purposes of the UK Listing Rules, on which neither the Management Shares nor VoteCo are permitted to vote.
| Resolution | For | Against | Vote Withheld | |
|---|---|---|---|---|
| Resolution 1: Receive the annual report and the financial statements | ||||
| Ordinary Resolution of all Voting Shares | 121,722,302 100.00% |
0 0.00% |
0 | |
| Resolution 2: To re‐appoint the Company's auditor | ||||
| Ordinary Resolution of all Voting Shares | 122,722,302 100.00% |
0 0.00% |
0 | |
| Resolution 3: To authorise the directors to determine the remuneration of the auditor | ||||
| Ordinary Resolution of all Voting Shares | 121,473,386 100.00% |
0 0.00% |
248,916 | |
| Resolution 4: To re‐elect Nicholas Botta as a Director | ||||
| Ordinary Resolution of the holders of Public Shares |
119,909,883 98.71% |
1,563,503 1.29% |
248,916 | |
| Resolution 5: To re‐elect Richard Battey as a Director | ||||
| Ordinary Resolution of all Voting Shares | 117,031,941 99.13% |
2,877,942 0.87% |
1,812,419 | |
| Resolution 6: To re‐elect Anne Farlow as a Director | ||||
| Ordinary Resolution of all Voting Shares | 114,628,004 98.41% |
5,281,879 1.59% |
1,812,419 | |
| Resolution 7: To elect Bronwyn Curtis as a Director | |||||
|---|---|---|---|---|---|
| Ordinary Resolution of all Voting Shares | 117,031,941 99.13% |
2,877,942 0.87% |
1,812,419 | ||
| Resolution 8: To elect Richard Wohanka as a Director | |||||
| Ordinary Resolution of all Voting Shares | 118,201,549 99.49% |
1,708,334 0.51% |
1,812,419 | ||
| Resolution 9: Authorising the Company to buy back shares | |||||
| Special Resolution of the holders of Public Shares |
121,722,302 100.00% |
0 0.00% |
0 | ||
| Resolution 10: Permitting the disapplication of pre‐emption rights | |||||
| Special Resolution of all Voting Shares | 121,234,296 99.93% |
235,090 0.07% |
252,916 |
A copy of the resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
PSH also confirmed today that the next quarterly dividend of \$0.10 per Public Share, as previously announced, is payable as follows:
| Record Date | Payment Date | USD Dividend Per Share |
DRIP Enrollment Deadline |
Currency Election Deadline |
|---|---|---|---|---|
| 22/5/2020 | 19/6/2020 | \$0.10 | 29/5/2020 | 22/5/2020 |
A proportionate quarterly dividend will be paid to Management Shares and the Special Voting Share, based on their respective net asset values per share.
Shareholders may automatically reinvest cash dividends into PSH Public Shares through a Dividend Reinvestment Programme ("DRIP"). Details about the DRIP are available at https://pershingsquareholdings.com/psh-dividend-information/ and through shareholders' brokers.
Dividends will be paid in US dollars unless a shareholder elects to be paid in GBP. Interested shareholders must elect GBP no later than the Currency Election Deadline. Further details about the currency election, including how to select GBP, are available at Pershing Square Holdings' website https://pershingsquareholdings.com/psh-dividend-information/.
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) is an investment holding company structured as a closed-ended fund that makes concentrated investments principally in North American companies.
Ed Gascoigne-Pees / Hazel Stevenson +44 020 3757 4989, [email protected]
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