Third Point Investors Ltd - Result of Annual General Meeting

Third Point Investors Ltd - Result of Annual General Meeting

PR Newswire

LONDON, United Kingdom, June 07

Third Point Investors Limited
(A closed-ended investment company incorporated in Guernsey with registration number 47161)
LEI Number: 549300WXTCG65AQ7V644
Renewal Date- 03/02/2024
(The "Company")

07 JUNE 2023

RESULT OF ANNUAL GENERAL MEETING

At the Annual General Meeting of the Company held on 07 June 2023 all Ordinary and Special Resolutions set out in the Annual General Meeting Notice sent to Shareholders dated 19 May 2023 were duly passed.

Votes representing 69.62% of the issued share capital were cast.

Details of the proxy voting results which should be read along side the Notice are noted below:

Ordinary Resolution	For	Discretion (voted in favour)	Against	Abstain
1	30,804,576	0	10,458	0
2	30,789,664	0	25,370	0
3	30,569,997	0	18	245,019
4	30,804,576	0	10,458	0
5	30,804,576	0	10,458	0
6	30,804,576	0	10,458	0
7	8,601,170	0	4,353,260	17,860,604*
8	30,804,576	0	10,458	0
9	30,804,576	0	10,458	0
10	30,804,576	0	10,458	0
Special Resolution	For	Discretion (voted in favour)	Against	Abstain
11	12,954,412	0	18	17,860,604*

Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.

The Directors note that in respect of Resolution 7 at the AGM, votes against the re-election of Josh Targoff totalled 33.60% of the total votes cast. Under the UK Corporate Governance Code ("the Code") E.2.2., this exceeds the 20% threshold for votes cast against the resolution.

The Board are therefore obligated under the Code to provide an update on the views received from shareholders and respond accordingly within a 6-month period. Additionally, the Board is required to provide a final summary in the Annual Report, and at the next Annual General Meeting, within the explanatory notes.

The Board will respond accordingly.

Pursuant to Article 4(c) of the Articles of Incorporation of the Company, the Class B Shareholder was unable to vote in respect of Resolution 7, this being a Listing Rule Reserved Matter.

*The abstaining votes represent Third Point Offshore Independent Voting Company Limited.

The Special Resolution was as follows:

Special Resolution 11

That conditional upon the Ordinary Shares of the Company remaining traded on the main market of the London Stock Exchange, the Company be authorised in accordance with Section 315 of the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of each class of its Shares (either for retention as treasury shares for future reissue and resale or transfer, or cancellation) provided that:

1. the maximum number of Shares hereby authorised to be purchased shall be 14.99% of each class of Shares in issue at the date of this document;
2. the minimum price (exclusive of expenses) which may be paid for a Share shall be 50 per cent of the Net Asset Value (as defined in the Articles);
3. Unless a tender offer is made to all holders of the relevant class of Shares, the maximum price (exclusive of expenses) which may be paid for a Share shall not be more than the higher of (a) 105 per cent of the average of the middle mark quotations for a Share taken from the London Stock Exchange's main market for listed securities for the five business days before the purchase is made and (b) the higher of the price of the last independent trade and the highest current independent bid at the time of the purchase; and (c) any purchase by the Company of 15 per cent or more of any class of its Shares shall be effected by way of a tender offer to all Shareholders of that class, or such other price as may be permitted by the Listing Rules of the UK Listing Authority:
4. the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company, or, if earlier, on the expiry of eighteen months from the passing of this resolution, unless such authority is renewed, varied or revoked prior to such time; and
5. the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract.

Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL

Tel: [phone]

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