Northern Investors Company PLC.
Result of AGM
6 July 2012
NORTHERN INVESTORS COMPANY PLC
RESULT OF ANNUAL GENERAL MEETING
Northern Investors Company PLC ("the Company") announces that at the annual general meeting held on 6 July 2012 all of the resolutions set out in the notice of meeting were duly passed by shareholders.
The resolutions included those to re-elect as directors Mr John Barnsley, Mr Nigel Guy and Mr Philip Marsden. Further to the announcement on 16 May 2012, Mr Frank Neale retired from the board at the conclusion of the annual general meeting.
The resolutions also included the following special resolution amending the Company's articles.
That the Articles of the Company be amended by substituting Article 122 with the following:
"The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may either be employed in the business of the Company or be invested. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve carry forward any profits. In carrying sums to reserve and in applying the same the Directors shall comply with the provisions of the Companies Acts. The Directors shall establish a reserve to be called the capital reserve. All surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, payment off of or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Directors to be in the nature of accretion to capital shall be credited to the capital reserve. Subject to the Act, the Directors may determine whether any amount received by the Company is to be dealt with as income or capital or partly one way and partly the other. Any loss realised on the realisation or payment off of or other dealing with any investments or other capital assets and, subject to the Act, any expenses, loss or liability (or provision therefor) which the Directors considers to relate to a capital item (including any proportion of the expenses of management or administration of its assets and/or of the finance costs of the Company) or which the Directors otherwise considers appropriate to be debited to the capital reserve, shall be carried to the debit of the capital reserve. Any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as defined by section 829 of the Act) or be applied in paying dividends on any shares in the Company."
Resolutions 1 to 3 and 5 to 12 were duly passed on a show of hands and details of proxy voting on the resolutions put to shareholders at the annual general meeting are as follows:
|1|| To receive the|
the year ended
31 March 2012
|2|| To declare a|
final dividend of
6.8p per share in
respect of the
31 March 2012
|3|| To approve the|
report in respect
of the year ended
31 March 2012
|5||To re-elect Mr N R A Guy as a director||11,776,773||110,000||18,781||1,045,868|
|6||To re-elect Mr P W F Marsden as a director||12,807,927||110,000||9,766||23,729|
|7|| To reappoint|
KPMG Audit Plc
|8|| To authorise the|
directors to fix
|9|| To authorise the|
Section 551 of the
|10|| To disapply|
Section 561 of the
2006 in relation
|11|| To authorise the|
Company to make
Section 701 of
the Companies Act
|12||To amend the Articles||12,809,715||110,000||8,422||23,285|
Resolution 4 was duly passed on a poll vote and the results are as follows:
|No||Resolution||For||Against||Voted total||% of issued share capital||Vote|
|4|| To re-elect|
Mr J C Barnsley
as a director
Christopher Mellor, NVM Private Equity Limited - 0191 244 6000
Neither the contents of the NVM Private Equity Limited website nor the contents of any website accessible from hyperlinks on the NVM Private Equity Limited website (or any other website) is incorporated into, or forms part of, this announcement.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Northern Investors Co PLC via Thomson Reuters ONE