TI Fluid Systems PLC — AGM Information 2019

May 16, 2019

National Storage Mechanism | Additional information

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RNS Number : 2991Z

TI Fluid Systems PLC

16 May 2019

16 May 2019

TI Fluid Systems plc

(the "Company")

Results of Annual General Meeting 2019 ("AGM")

The Company announces the results of the AGM which was held today, Thursday, 16 May 2019 at 9.00 am.

All resolutions put to the meeting were approved by votes on a show of hands. The proxy position of each resolution at the close of books on 14 May 2019 at 9.00 am is set out in the table below.

		VOTES FOR		VOTES AGAINST		VOTES TOTAL		VOTES WITHHELD
	RESOLUTION	Number of shares	% of shares voted	Number of shares	% of shares voted	Number of shares	% of issued share capital	Number of shares
1	Annual report and accounts	471,801,723	100.00	0	0.00	471,801,723	90.68%	845,827
2	Directors' remuneration report	445,307,033	94.23	27,256,232	5.77	472,563,265	90.83%	84,285
3	Declaration of final dividend	472,647,550	100.00	0	0.00	472,647,550	90.85%	0
4	Re-election of Manfred Wennemer as a director	465,873,270	98.72	6,051,723	1.28	471,924,993	90.71%	722,557
5	Re-election of William L. Kozyra as a director	472,647,550	100.00	0	0.00	472,647,550	90.85%	0
6	Re-election of Timothy Knutson as a director	472,647,550	100.00	0	0.00	472,647,550	90.85%	0
7	Election of Andrea Dunstan as a director	472,647,550	100.00	0	0.00	472,647,550	90.85%	0
8	Re-election of Paul Edgerley as a director	458,040,858	96.91	14,606,692	3.09	472,647,550	90.85%	0
9	Election of Elaine Sarsynski as a director	472,647,550	100.00	0	0.00	472,647,550	90.85%	0
10	Re-election of John Smith as a director	472,647,550	100.00	0	0.00	472,647,550	90.85%	0
11	Re-election of Stephen Thomas as a director	472,647,550	100.00	0	0.00	472,647,550	90.85%	0
12	Re-election of Jeffrey Vanneste as a director	472,647,550	100.00	0	0.00	472,647,550	90.85%	0
13	Re-appointment of auditor	472,647,550	100.00	0	0.00	472,647,550	90.85%	0
14	Auditors' remuneration	472,647,550	100.00	0	0.00	472,647,550	90.85%	0
15	Directors' authority to allot shares	465,931,324	98.58	6,716,226	1.42	472,647,550	90.85%	0
16	Disapplication of pre-emption rights *	472,509,477	100.00	0	0.00	472,509,477	90.82%	138,073
17	Further disapplication of pre-emption rights *	472,349,477	99.97	160,000	0.03	472,509,477	90.82%	138,073
18	Authority to purchase shares *	471,372,950	99.73	1,274,600	0.27	472,647,550	90.85%	0
19	Political donations or expenditure	466,451,424	98.69	6,196,126	1.31	472,647,550	90.85%	0
20	Notice of general meeting *	471,480,491	99.75	1,167,059	0.25	472,647,550	90.85%	0

* Special resolutions

Votes excluding controlling shareholders on the resolutions concerning the re-election of the Independent Non-Executive Directors

		VOTES FOR		VOTES AGAINST		VOTES TOTAL		VOTES WITHHELD
	RESOLUTION	Number of shares	% of shares voted	Number of shares	% of shares voted	Number of shares	% of issued share capital	Number of shares
4	Re-election of Manfred Wennemer as a director	183,569,285	96.81	6,051,723	3.19	189,621,008	79.68%	722,557
7	Election of Andrea Dunstan as a director	190,343,565	100.00	0	0.00	190,343,565	79.99%	0
9	Election of Elaine Sarsynski as a director	190,343,565	100.00	0	0.00	190,343,565	79.99%	0
10	Re-election of John Smith as a director	190,343,565	100.00	0	0.00	190,343,565	79.99%	0
12	Re-election of Jeffrey Vanneste as a director	190,343,565	100.00	0	0.00	190,343,565	79.99%	0

Notes:

1.  Any proxy appointments which gave discretion to the Chairman have been included in the 'For' total.

2.  The total number of ordinary shares in issue at 14 May 2019 was 520,269,141.

3.  Total ordinary shares held by shareholders excluding the controlling shareholder at 14 May 2019 was 237,965,156.

4.  A 'Vote Withheld' is not counted towards the votes cast 'For' or 'Against' a resolution.

A copy of all resolutions passed, other than those concerning ordinary business, will today be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2. These resolutions will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

Remuneration of past director

In accordance with section 430(2B) of the Companies Act 2006, the Company confirms that Neil Carson will receive his pro-rata entitlement to Non-Executive Director fees and Audit & Risk Committee, Nomination Committee and Remuneration Committee fees for the period up to 16 May 2019. Neil will not receive any payment for loss of office or any other payments in connection with his departure.

ENDS

Enquiries:
TI Fluid Systems plc
Alpna Amar	+44 (0)1865 871824
Investor Relations
Matthew Paroly	+44 (0)1865 871855
Company Secretary
FTI Consulting	+44 (0)20 3727 1340
Richard Mountain
Nick Hasell

About TI Fluid Systems plc

TI Fluid Systems (LSE: TIFS) is a leading global manufacturer of fluid storage, carrying and delivery systems primarily for the light duty automotive market. With nearly 100 years of automotive fluid systems experience, TI Fluid Systems has manufacturing facilities in 114 locations across 28 countries serving all major global OEMs.

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