Results of Annual General Meeting 2019
Updated : 13:31
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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