18 May 2022
TI Fluid Systems plc
(the "Company")
Results of Annual General Meeting 2022 ("AGM")
The Company announces the results of the AGM which was held today, Wednesday, 18 May 2022 at 9 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 16 May 2022 at 9 am is set out in the table below.
| |
| VOTES FOR | VOTES AGAINST | VOTES TOTAL (including withheld) | 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 | 489,958,330 | 100.00% | 691 | 0.00% | 490,659,606 | 94.31% | 700,585 |
| 2 | Directors' remuneration report | 459,365,144 | 98.20% | 8,416,880 | 1.80% | 490,659,606 | 94.31% | 22,877,582 |
| 3 | Declaration of final dividend | 490,645,128 | 100.00% | 14,478 | 0.00% | 490,659,606 | 94.31% | 0 |
| 4 | Re-election of Tim Cobbold as a director | 485,254,243 | 98.90% | 5,405,363 | 1.10% | 490,659,606 | 94.31% | 0 |
| 5 | Election of Hans Dieltjens as a director | 490,530,986 | 99.97% | 128,620 | 0.03% | 490,659,606 | 94.31% | 0 |
| 6 | Re-election of Ron Hundzinski as a director | 485,126,691 | 98,87% | 5,532,915 | 1.13% | 490,659,606 | 94.31% | 0 |
| 7 | Election of Julie Baddeley as a Director | 490,585,902 | 99.98% | 73,704 | 0.02% | 490,659,606 | 94.31% | 0 |
| 8 | Re-election of Susan Levine as a director | 468,798,476 | 99.97% | 124,967 | 0.03% | 490,659,606 | 94.31% | 21,736,163 |
| 9 | Re-election of Elaine Sarsynski as a director | 489,867,166 | 99.84% | 792,440 | 0.16% | 490,659,606 | 94.31% | 0 |
| 10 | Re-election of John Smith as a director | 490,570,081 | 99.98% | 89,525 | 0.02% | 490,659,606 | 94.31% | 0 |
| 11 | Re-election of Stephen Thomas as a director | 376,483,906 | 80.36% | 91,985,884 | 19.64% | 490,659,606 | 94.31% | 22,189,816 |
| 12 | Re-election of Jeffrey Vanneste as a director | 490,569,969 | 99.98% | 89,637 | 0.02% | 490,659,606 | 94.31% | 0 |
| 13 | Re-appointment of auditor | 422,334,858 | 86.16% | 67,868,011 | 13.84% | 490,659,606 | 94.31% | 456,737 |
| 14 | Auditors' remuneration | 477,075,680 | 97.32% | 13,130,273 | 2.68% | 490,659,606 | 94.31% | 453,653 |
| 15 | Directors' authority to allot shares | 489,762,520 | 99.82% | 897,086 | 0.18% | 490,659,606 | 94.31% | 0 |
| 16 | Disapplication of pre-emption rights * | 490,559,374 | 100.00% | 18,910 | 0.00% | 490,659,606 | 94.31% | 81,322 |
| 17 | Further disapplication of pre-emption rights * | 485,966,206 | 99.06% | 4,612,078 | 0.94% | 490,659,606 | 94.31% | 81,322 |
| 18 | Authority to purchase shares * | 490,055,701 | 99.89% | 563,801 | 0.11% | 490,659,606 | 94.31% | 40,104 |
| 19 | Authority to make Political donations or incur expenditure | 446,627,161 | 97.32% | 12,313,082 | 2.68% | 490,659,606 | 94.31% | 31,719,363 |
| 20 | Notice of general meeting * | 488,992,315 | 99.66% | 1,662,863 | 0.34% | 490,659,606 | 94.31% | 4,428 |
* Special resolutions
Votes excluding controlling shareholders on the resolutions concerning the election and re-election of the Independent Non-Executive Directors
| |
| VOTES FOR
| VOTES AGAINST | VOTES TOTAL (including withheld) | 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 Tim Cobbold as a director | 294,189,611 | 98.20% | 5,405,363 | 1.80% | 299,594,974 | 91.01% | 0 |
| 5 | Election of Hans Dieltjens as a director | 299,466,354 | 99.96% | 128,620 | 0.04% | 299,594,974 | 91.01% | 0 |
| 6 | Re-election of Ron Hundzinski as a director | 294,062,059 | 98.15% | 5,532,915 | 1.85% | 299,594,974 | 91.01% | 0 |
| 7 | Election of Julie Baddeley as a Director | 299,521,270 | 99.98% | 73,704 | 0.02% | 299,594,974 | 91.01% | 0 |
| 9 | Re-election of Elaine Sarsynski as a director | 298,802,534 | 99.74% | 792,440 | 0.26% | 299,594,974 | 91.01% | 0 |
| 10 | Re-election of John Smith as a director | 299,505,449 | 99.97% | 89,525 | 0.03% | 299,594,974 | 91.01% | 0 |
| 12 | Re-election of Jeffrey Vanneste as a director | 299,505,337 | 99.97% | 89,637 | 0.03% | 299,594,974 | 91.01% | 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 on 16 May 2022 was 520,269,141
3. Total ordinary shares held by shareholders excluding the controlling shareholder on 16 May 2022 was 329,204,509
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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.tifluidsystems.com.
Enquiries
TI Fluid Systems plc
Pilar Riesco
Investor Relations
Tel: +34 607 577 830
Matthew Paroly
Company Secretary
Tel: +44 (0)1865 871855
FTI Consulting
Richard Mountain
Nick Hasell
Tel: +44 (0)20 3727 1340
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 104 manufacturing locations across 29 countries serving all major global OEMs.
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