TIDMGCL TIDMTTM
RNS Number : 7854S
Geiger Counter Ltd
13 March 2023
13 March 2023
GEIGER COUNTER LIMITED
(THE "COMPANY")
Results of the Annual General Meeting
Geiger Counter Limited held it's Annual General Meeting on the 9
March 2023 at Ordnance House, 31 Pier Road, St Helier, Jersey.
The Chairman of the AGM is pleased to report that the following
ordinary resolutions, each as listed in the notice of annual
general meeting distributed in December 2022, were passed by the
members:
1. To receive and adopt the Report of the Directors and the
financial statements of the Company for the year ended 30 September
2022, together with the auditor's report thereon.
-- 13 votes in favour of the resolution representing 12,915,372
shares;
-- No votes against; and
-- 2 votes withheld representing 280,880 shares;
2. That KPMG Channel Islands Limited, Chartered Accountants, be
re-appointed as Auditor and that the Directors be authorised to
determine their remuneration.
-- 13 votes in favour of the resolution representing 12,897,508
shares;
-- 1 vote against representing 6,861 shares; and
-- 2 votes withheld representing 291,883 shares.
3. To approve the Directors' Remuneration Report for the year ended 30 September 2022.
-- 13 votes in favour of the resolution representing 12,792,151
shares;
-- 4 votes against representing 47,456 shares; and
-- 3 votes withheld representing 356,645 shares.
4. That, pursuant to article 45.1 of the Articles of Association
of the Company ("the Articles"), the Directors shall extend the
life of the Company from the fifteenth anniversary of the First
Closing Date until the next annual general meeting of the Company,
when a further extension will be sought.
-- 13 votes in favour of the resolution representing 12,912,097
shares;
-- No votes against; and
-- 2 votes withheld representing 284,155 shares;
5. That ordinary shares (the "new shares") may be issued by the
Company in one or more tranches over a period from the date of the
AGM to the next AGM of the Company, at a premium over the net asset
value per share and that such issue of new shares is approved in
accordance with article 6.1 of the Company's Articles.
-- 13 votes in favour of the resolution representing 12,646,230
shares;
-- 4 votes against representing 212,187 shares; and
-- 3 votes withheld representing 337,835 shares.
6. To re-elect Gary Clark, a Director retiring by rotation, as a Director.
-- 13 votes in favour of the resolution representing 12,876,195
shares;
-- 1 vote withheld representing 6,861 shares; and
-- 3 votes withheld representing 313,196 shares.
7. To re-elect James Leahy, a Director retiring by rotation, as a Director.
-- 13 votes in favour of the resolution representing 12,876,195
shares;
-- 1 vote withheld representing 6,861 shares; and
-- 3 votes withheld representing 313,196 shares.
8. To re-elect Professor Ian Reeves CBE as a Director.
-- 13 votes in favour of the resolution representing 12,876,195
shares;
-- 1 vote withheld representing 6,861 shares; and
-- 3 votes withheld representing 313,196 shares.
9. The Chairman is pleased to report that the following special
resolution, as listed in the notice of Annual General Meeting
distributed in December 2022, was passed by the members:
That the Company be and is hereby generally and unconditionally
authorised, pursuant to and in accordance with article 57 of the
Companies (Jersey) Law, 1991 (as amended) (the "Law") to make
market purchases of its own ordinary shares in the capital of the
Company (the "ordinary shares") on such terms and in such manner as
the Directors of the Company shall from time to time determine,
provided that:
a) the maximum aggregate number of ordinary shares hereby
authorised to be purchased shall be such number as represents 14.99
per cent of the aggregate number of ordinary shares in issue as at
9 March 2023.
b) the minimum price which may be paid for an ordinary share shall be 1p;
c) the maximum price exclusive of any expenses which may be paid
for an ordinary share is an amount equal to the higher of 5 per
cent above the average of the middle market quotations for an
ordinary share as derived from the London Stock Exchange for the
five business days immediately preceding the date on which such
ordinary share is contracted to be purchased;
d) the authority hereby conferred shall expire on 18 months from
the date of this Special Resolution, unless previously revoked,
varied or renewed by the Company in general meeting;
e) the Company may at any time prior to the expiry of such
authority make a contract or contracts to purchase ordinary shares
under such authority which will or might be completed or executed
wholly or partly after the expiration of such authority and may
make a purchase of ordinary shares in pursuance of any such
contract or contracts;
f) the Directors of the Company provide a statement of solvency
in accordance with articles 55-57 of the Law; and
g) such shares are acquired to be held in treasury.
-- 12 votes in favour of the resolution representing 12,879,804
shares;
-- 1 vote withheld representing 32,293 shares; and
-- 2 votes withheld representing 284,155 shares.
Enquiries
CQS (UK) LLP Craig Cleland T: +44 (0) 20 7201 5368
finnCap Limited William Marle/Milesh Hindocha (Corporate Finance) T: +44 (0) 20 7220 0500
Mark Whitfeld / Pauline Tribe (Sales) T: +44 (0) 20 7220 0500
R&H Fund Services (Jersey) Limited Jane De Barros-Sousa T :+44 (0) 1534 825 259
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March 13, 2023 10:00 ET (14:00 GMT)
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