13 May 2021
TI Fluid Systems plc
(the "Company")
Results of Annual General Meeting 2021 ("AGM")
The Company announces the results of the AGM which was held today, Thursday, 13 May 2021 at 2 pm.
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 11 May 2020 at 2 pm 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 | 488,576,014 | 100.00% | 0 | 0.00% | 488,576,014 | 93.91 | 706,935 |
| 2 | Directors' remuneration report | 372,715,911 | 76.18% | 116,565,413 | 23.82% | 489,281,324 | 94.04 | 1,625 |
| 3 | Directors' Remuneration Policy | 368,648,750 | 75.34% | 120,632,574 | 24.66% | 489,281,324 | 94.04 | 1,625 |
| 4 | Re-election of Manfred Wennemer as a director | 395,263,207 | 80.82% | 93,828,050 | 19.18% | 489,091,257 | 94.01 | 191,692 |
| 5 | Re-election of William L. Kozyra as a director | 488,924,198 | 99.93% | 356,533 | 0.07% | 489,280,731 | 94.04 | 2,218 |
| 6 | Re-election of Tim Cobbold as a director | 480,661,675 | 98.24% | 8,619,056 | 1.76% | 489,280,731 | 94.04 | 2,218 |
| 7 | Re-election of Ron Hundzinski as a Director | 484,458,139 | 99.01% | 4,822,592 | 0.99% | 489,280,731 | 94.04 | 2,218 |
| 8 | Re-election of Susan Levine as a director | 467,018,653 | 99.92% | 351,767 | 0.08% | 467,370,420 | 89.83 | 21,912,529 |
| 9 | Re-election of Elaine Sarsynski as a director | 488,493,705 | 99.95% | 237,026 | 0.05% | 488,730,731 | 93.94 | 552,218 |
| 10 | Re-election of John Smith as a director | 480,870,736 | 98.28% | 8,409,995 | 1.72% | 489,280,731 | 94.04 | 2,218 |
| 11 | Re-election of Stephen Thomas as a director | 386,948,395 | 82.79% | 80,422,025 | 17.21% | 467,370,420 | 89.83 | 21,912,529 |
| 12 | Re-election of Jeffrey Vanneste as a director | 480,870,736 | 98.28% | 8,409,995 | 1.72% | 489,280,731 | 94.04 | 2,218 |
| 13 | Re-appointment of auditor | 469,425,858 | 95.94% | 19,855,422 | 4.06% | 489,281,280 | 94.04 | 1,669 |
| 14 | Auditors' remuneration | 477,099,405 | 97.51% | 12,181,919 | 2.49% | 489,281,324 | 94.04 | 1,625 |
| 15 | Directors' authority to allot shares | 488,407,001 | 99.82% | 875,948 | 0.18% | 489,282,949 | 94.04 | 0 |
| 16 | Disapplication of pre-emption rights * | 481,433,058 | 98.40% | 7,848,391 | 1.60% | 489,281,449 | 94.04 | 1,500 |
| 17 | Further disapplication of pre-emption rights * | 476,193,331 | 97.32% | 13,089,618 | 2.68% | 489,282,949 | 94.04 | 0 |
| 18 | Authority to purchase shares * | 484,201,622 | 98.97% | 5,023,266 | 1.03% | 489,224,888 | 94.03 | 58,061 |
| 19 | Political donations or expenditure | 466,843,787 | 97.08% | 14,045,494 | 2.92% | 480,889,281 | 92.43 | 8,393,668 |
| 20 | Notice of general meeting * | 487,280,893 | 99.59% | 2,002,056 | 0.41% | 489,282,949 | 94.04 | 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 | 164,986,136 | 63.75% | 93,828,050 | 36.25% | 258,814,186 | 89.49 | 191,692 |
| 6 | Re-election of Tim Cobbold as a director | 250,384,604 | 96.67% | 8,619,056 | 3.33% | 259,003,660 | 89.56 | 2,218 |
| 9 | Re-election of Elaine Sarsynski as a director | 258,216,634 | 99.91% | 237,026 | 0.09% | 258,453,660 | 89.37 | 552,218 |
| 10 | Re-election of John Smith as a director | 250,593,665 | 96.75% | 8,409,995 | 3.25% | 259,003,660 | 89.56 | 2,218 |
| 12 | Re-election of Jeffrey Vanneste as a director | 250,593,665 | 96.75% | 8,409,995 | 3.25% | 259,003,660 | 89.56 | 2,218 |
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 11 May 2021 was 520,269,141.
3. Total ordinary shares held by shareholders excluding the controlling shareholder at 11 May 2021 was 289,204,509.
4. A 'Vote Withheld' is not counted towards the votes cast 'For' or 'Against' a resolution.
We will continue to engage actively with shareholders to understand their views and the reasons for the minority vote against resolutions 2, 3 and 4 and will carefully consider all feedback. We will publish an update on that engagement and on any action taken as a result of this within six months of the AGM, in accordance with the UK Corporate Governance Code.
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 | |
| | |
| 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 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 107 locations across 28 countries serving all major global OEMs.
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