6 September 2023
Taylor Maritime Investments Limited
Result of Annual General Meeting
The Board of Taylor Maritime Investments Limited ("TMI" or the "Company"), the listed specialist dry bulk shipping company, is pleased to announce that at the Annual General Meeting of the Company held earlier today, all resolutions were passed on a poll. The proxy votes received by the Company were as follows:
| Resolution | For | Against | Withheld* | ||
| Votes | % | Votes | % | Votes | |
| 1. Financial Statements and Directors' Report for the year ended 31 March 2023 | 187,880,994 | 100.00
| 4,993
| 0.00 | 4,000
|
| 2. Directors' Remuneration Policy | 183,002,137
| 97.61
| 4,475,398
| 2.39
| 412,452
|
| 3. Directors' Remuneration Report | 163,025,663
| 86.78
| 24,829,199
| 13.22
| 35,125
|
| 4. Election of Henry Strutt as a Director | 187,862,627
| 99.99
| 10,397
| 0.01
| 16,963
|
| 5. Election of Frank Dunne as a Director | 152,882,378
| 81.38
| 34,990,646
| 18.62
| 16,963
|
| 6. Re-election of Edward Buttery as a Director | 187,823,191
| 99.97
| 51,433
| 0.03
| 15,363
|
| 7. Re-election of Christopher Buttery as a Director | 187,793,643
| 99.96
| 79,381
| 0.04
| 16,963
|
| 8. Re-election of Trudi Clark as a Director | 186,516,915
| 99.28
| 1,356,109
| 0.72
| 16,963
|
| 9. Re-election of Sandra Platts as a Director | 186,474,825
| 99.26
| 1,398,199
| 0.74
| 16,963
|
| 10. Re-election of Helen Tveitan as a Director | 186,516,915
| 99.28
| 1,356,109
| 0.72
| 16,963
|
| 11. Re-appointment of PWC as Auditor | 187,828,842
| 99.97
| 57,231
| 0.03
| 3,914
|
| 12. Authorise the Directors to determine the remuneration of the Auditor | 187,881,033
| 100.00
| 5,040
| 0.00
| 3,914
|
| 13. Approval of the dividend policy | 187,889,987
| 100.00
| 0
| 0.00
| 0 |
| 14. Authority to make market purchases of the Company's Shares | 187,861,574
| 99.98
| 28,213 | 0.02
| 200 |
| 15. Authority to issue up to 33 million Ordinary Shares | 186,883,357
| 99.46
| 1,006,630 | 0.54
| 0 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution. Resolutions 1 to 13 were proposed as Ordinary Resolutions, and resolutions 14 and 15 were proposed as Extraordinary Resolutions.
In accordance with LR 9.6.18, details of those resolutions passed at the AGM that were not in the ordinary course of business are detailed below.
14. THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") to make market acquisitions (as defined in the Law) of its ordinary shares of no par value in the capital of the Company ("Ordinary Shares"), provided that:
a. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is such number as represents 14.99% of the Ordinary Shares in issue immediately following the passing of this resolution;
b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 US$ cent;
c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of (i) 5% above the average market value of an Ordinary Share for the five business days prior to the day the purchase is made and (ii) the value of an Ordinary Share calculated on the basis of the higher of the price quoted for the last independent trade and the highest independent bid for any number of the Ordinary Shares on the trading venue where the purchase is carried out;
d. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2024 or 15 months from the date of this resolution, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time; and
e. the Company may make a contract to purchase Ordinary 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 an acquisition of Ordinary Shares pursuant to any such contract.
15. THAT the Directors of the Company be and are hereby empowered to issue the following shares in the Company or rights to subscribe for such shares in the Company for cash as if the pre-emption provisions contained under Article 9 of the Company's articles of incor-poration did not apply to any such issues provided that this power shall be limited to the issue of the below-mentioned shares or of rights to subscribe for the below-mentioned shares:
(i) up to a maximum number of 33 million Ordinary Shares;
that such power shall expire on the earlier of the conclusion of the next annual general meeting of the Company or on the expiry of 15 months from the passing of this Resolution except that the Company may before such expiry make offers or agreements which would or might require Ordinary Shares or rights to subscribe for such shares in the Company to be issued after such expiry and notwith-standing such expiry the Directors may issue Ordinary Shares or rights to subscribe for such shares in the Company in pursuance of such offers or agreements as if the power conferred hereby had not expired.
ENDS
| For further information, please contact:
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Notes to Editors
About the Company
Taylor Maritime Investments Limited is an internally managed investment company listed on the Premium Segment of the Official List, its shares trading on the Main Market of the London Stock Exchange since May 2021. The Company specializes in the acquisition and chartering of vessels in the Handysize and Supramax bulk carrier segments of the global shipping sector. The Company invests in a diversified portfolio of vessels which are primarily second-hand. TMI's fleet portfolio currently numbers 22 vessels in the geared dry bulk segment. The ships are employed utilising a variety of employment/charter strategies.
On 20 December, the Company announced it acquired a controlling majority interest in Grindrod Shipping Holdings Ltd ("Grindrod") (NASDAQ:GRIN, JSE:GSH), a Singapore incorporated, dual listed company on NASDAQ and the Johannesburg Stock Exchange. Grindrod currently owns 21 geared dry bulk vessels complementary to the Company's fleet. They are mostly Japanese built, including 13 Handysize vessels and 8 Supra/Ultramax vessels. Grindrod has seven vessels in its chartered in fleet with purchase options on four.
The combined TMI and Grindrod fleet numbers 47 vessels (excluding three long term chartered in vessels without purchase options).
The Company's target dividend policy is 8 cents p.a. paid on a quarterly basis, with a targeted total NAV return of 10-12% per annum over the medium to long-term.
The Company has the benefit of an experienced Executive Team led by Edward Buttery and who previously worked closely together at the Commercial Manager, Taylor Maritime. Established in 2014, Taylor Maritime is a privately owned ship-owning and management business with a seasoned team that includes the founders of dry bulk shipping company Pacific Basin Shipping (listed in Hong Kong 2343.HK) and gas shipping company BW Epic Kosan (formerly Epic Shipping) (listed in Oslo BWEK:NO). Taylor Maritime's team of industry professionals are based in Hong Kong, Singapore and London.
For more information, please visit www.taylormaritimeinvestments.com.
About Geared Vessels
Geared vessels are characterised by their own loading equipment. The Handysize and Supra/Ultramax market segments are particularly attractive, given the flexibility, versatility and port accessibility of these vessels which carry necessity goods - principally food and products related to infrastructure building - ensuring broad diversification of fleet activity and stability of earnings through the cycle.
IMPORTANT NOTICE
The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.
References to target dividend yields and returns are targets only and not profit forecasts and there can be no assurance that these will be achieved.
LEI: 213800FELXGYTYJBBG50
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