TI Fluid Systems PLC — AGM Information 2020

May 14, 2020

National Storage Mechanism | Additional information

RNS Number : 9631M

TI Fluid Systems PLC

14 May 2020

14 May 2020

TI Fluid Systems plc

(the "Company")

Results of Annual General Meeting 2020 ("AGM")

The Company announces the results of the AGM which was held today, Thursday, 14 May 2020.

The table below shows the proxy position of all Resolutions as at the close of books on 12 May 2020 at 2 pm except Resolution 3 which is shown based on the poll conducted at the AGM.

		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	490,837,768	99.64%	1,782,302	0.36%	492,620,070	94.69%	166,362
2	Directors' remuneration report	468,397,586	95.33%	22,936,030	4.67%	491,333,616	94.44%	1,452,816
3	Declaration of final dividend	210,415,347	42.70%	282,361,356	57.30%	492,776,703	94.72%	9,929
4	Re-election of Manfred Wennemer as a director	490,826,967	99.64%	1,766,403	0.36%	492,593,370	94.68%	193,062
5	Re-election of William L. Kozyra as a director	492,481,598	99.94%	297,136	0.06%	492,778,734	94.72%	7,698
6	Election of Tim Cobbold as a director	492,521,104	99.95%	257,630	0.05%	492,778,734	94.72%	7,698
7	Re-election of Andrea Dunstan as a director	492,521,104	99.95%	257,630	0.05%	492,778,734	94.72%	7,698
8	Election of Ron Hundzinski as a director	487,920,265	99.01%	4,858,468	0.99%	492,778,733	94.72%	7,698
9	Election of Susan Levine as a director	492,481,598	99.94%	297,136	0.06%	492,778,734	94.72%	7,698
10	Re-election of Elaine Sarsynski as a director	492,521,104	99.95%	257,630	0.05%	492,778,734	94.72%	7,698
11	Re-election of John Smith as a director	492,521,104	99.95%	257,630	0.05%	492,778,734	94.72%	7,698
12	Re-election of Stephen Thomas as a director	492,165,895	99.88%	612,839	0.12%	492,778,734	94.72%	7,698
13	Re-election of Jeffrey Vanneste as a director	492,092,617	99.86%	686,117	0.14%	492,778,734	94.72%	7,698
14	Re-appointment of auditor	492,271,650	99.90%	505,415	0.10%	492,777,065	94.72%	9,367
15	Auditors' remuneration	492,273,319	99.90%	505,415	0.10%	492,778,734	94.72%	7,698
16	Directors' authority to allot shares	492,386,016	99.92%	392,718	0.08%	492,778,734	94.72%	7,698
17	Disapplication of pre-emption rights *	492,668,225	100.00%	0	0.00%	492,668,225	94.69%	118,207
18	Further disapplication of pre-emption rights *	492,668,225	100.00%	0	0.00%	492,668,225	94.69%	118,207
19	Authority to purchase shares *	488,254,576	99.09%	4,492,160	0.91%	492,746,736	94.71%	39,695
20	Political donations or expenditure	490,336,817	99.73%	1,323,775	0.27%	491,660,592	94.50%	1,125,840
21	Notice of general meeting *	490,914,589	99.62%	1,864,145	0.38%	492,778,734	94.72%	7,698

* 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	208,522,982	99.16%	1,766,403	0.84%	210,289,385	88.37%	193,062
6	Election of Tim Cobbold as a director	210,217,119	99.88%	257,630	0.12%	210,474,749	88.45%	7,698
7	Re-election of Andrea Dunstan as a director	210,217,119	99.88%	257,630	0.12%	210,474,749	88.45%	7,698
10	Re-election of Elaine Sarsynski as a director	210,217,119	99.88%	257,630	0.12%	210,474,749	88.45%	7,698
11	Re-election of John Smith as a director	210,217,119	99.88%	257,630	0.12%	210,474,749	88.45%	7,698
13	Re-election of Jeffrey Vanneste as a director	209,788,632	99.67%	686,117	0.33%	210,474,749	88.45%	7,698

The Board notes the outcome of the shareholder vote on Resolution 3 concerning the payment of the 2019 final dividend.  As a consequence, the 2019 final dividend will not be paid to shareholders.

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 12 May 2020 was 520,269,141.

3.     Total ordinary shares held by shareholders excluding the controlling shareholder at 12 May 2020 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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.tifluidsystems.com.

Enquiries:
TI Fluid Systems plc
David J Royce	+1 (248) 376 8624
Investor Relations
FTI Consulting	+44 (0)20 3727 1340
Richard Mountain
Nick Hasell

About TI Fluid Systems plc

TI Fluid Systems plc, (LSE: TIFS) is a leading global manufacturer of highly engineered automotive 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 108 locations across 28 countries serving all major global OEMs.

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