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River UK Micro Cap Ltd — Declaration of Voting Results & Voting Rights Announcements 2022
Mar 2, 2022
10550_agm-r_2022-03-02_638dec2d-226f-4c54-902b-a24442adda52.pdf
Declaration of Voting Results & Voting Rights Announcements
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River and Mercantile UK Micro Cap Investment Company Limited
Annual General Meeting held on 2 March 2022 at 09:30 GMT held at BNP Paribas House, St. Julian’s Avenue, St Peter Port, Guernsey, GY1 1WA
Results of proxy votes received
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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR AGAINST WITHHELD TOTAL VOTECAST (excludingwithheld)1 To receive and consider the Annual Report and FinancialStatements for the year ended 30 September 2021, together 13,764,591 3,650 14,931 13,768,241with the Report of the Directors and Auditors therein.2 To receive and ratify the Remuneration Report in the AnnualReport and Audited Financial Statements for the year ended 30 13,742,717 23,954 16,501 13,766,671September 2021.3 To re-elect Mr Andrew Chapman as a Director of the Company. 13,752,639 7,361 23,172 13,760,0004 To re-elect Mrs Trudi Clark as a Director of the Company. 13,752,639 7,361 23,172 13,760,0005 To elect Mr Stephen Coe as a Director of the Company. 13,752,639 7,361 23,172 13,760,0006 To re-elect Mr Mark Hodgson as a Director of the Company. 10,427,850 3,333,809 21,513 13,761,6597 To approve the reappointment of PricewaterhouseCoopers CILLP as auditors of the Company until the conclusion of the nextgeneral meeting of the Company at which accounts are laid 10,414,773 3,353,577 14,822 13,768,350before the members and to authorise the Directors to determinethe remuneration of the auditors.8 To approve the Company’s Dividend Policy 13,763,041 3,650 16,481 13,766,691----- End of picture text -----
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----- Start of picture text ----- SPECIAL BUSINESS - ORDINARY RESOLUTION FOR AGAINST WITHHELD TOTALVOTE CAST(excludingwithheld)----- End of picture text -----
| SPECIAL BUSINESS - ORDINARY RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - ORDINARY RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - ORDINARY RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - ORDINARY RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - ORDINARY RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - ORDINARY RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - ORDINARY RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) |
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| 9 | THAT the Company be, and is hereby authorised, conditional onthe Ordinary Shares remaining traded on the main market of theLondon Stock Exchange plc, to make market purchases (as thatterm is defined in the Companies (Guernsey) Law, 2008, asamended) of its own redeemable ordinary shares of no par value(“Ordinary Shares”) which may be cancelled or held as treasuryshares, provided that:i)the maximum number of Ordinary Shares that maybe purchased under this authority is 5,081,303Ordinary Shares (or, if less, 14.99% of theaggregate number of Ordinary Shares in issue as atthe date of passing of this resolution);ii) the minimum price which may be paid for anOrdinary Share is £0.01;iii) the maximum price which may be paid for anOrdinary Share is not more than an amount equalto the higher of (a) 105 per cent. above the averageof the closing price of the Company’s OrdinaryShares as derived from the London Stock ExchangeDaily Official List for the five business daysimmediately preceding the day on which such shareis contracted to be purchased; and (b) the higher ofthe price of the last independent trade and thehighest current independent bid as stipulated byCommission-adoptedRegulatoryTechnicalStandards pursuant to article 5(6) of the MarketAbuse Regulation.This authority will expire upon the date of the next AnnualGeneral Meeting of the Company, unless previously renewed,varied or revoked by the Company in general meeting. | 13,760,375 | 7,975 | 14,822 | 13,768,350 | |
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----- Start of picture text ----- SPECIAL BUSINESS - SPECIAL RESOLUTION FOR AGAINST WITHHELD TOTALVOTE CAST(excludingwithheld)10 THAT the Directors of the Company be and are hereby----- End of picture text -----
| SPECIAL BUSINESS - SPECIAL RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - SPECIAL RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - SPECIAL RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - SPECIAL RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - SPECIAL RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) | SPECIAL BUSINESS - SPECIAL RESOLUTIONFORAGAINSTWITHHELDTOTALVOTE CAST(excludingwithheld) |
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| 10 | THAT the Directors of the Company be and are hereby | ||||
| authorised to allot and issue equity securities (within themeaning of the Company's Articles) for cash either pursuant toArticle 4.1 as if Article 6.2 of the Articles did not apply to anysuch allotment and issue, provided that this power shall:i)be limited to the allotment and issue of up to3,389,795 Ordinary Shares (excluding treasuryshares) or, if less, 10% of the Ordinary Shares inissue as at 2 March 2022;ii) unless authorised by Shareholders, no Shares willbe issued at a price less than the prevailing NetAsset Value per Share at the time of the issueunless they are offered pro rata to existingShareholders; andthis authority will expire upon the date of the nextAnnual General Meeting of the Company, unlesspreviously renewed, varied or revoked by theCompany in general meeting.This resolution revokes and replaces all unexercisedauthorities previously granted to the Directors to allot and issueequity securities in the capital of the Company wholly for cashas if the pre-emption rights contained in Article 6.2 of theArticles did not apply to such allotment and issue but withoutprejudice to any allotment and issue of shares already made,offered or agreed to be made pursuant to such authorities. | 13,726,690 | 41,660 | 14,822 | 13,768,350 |