TIDMRCOI
RNS Number : 9063Z
Riverstone Credit Opps. Inc PLC
18 May 2023
Riverstone Credit Opportunities Income plc Announces Results of
Annual General Meeting held on 18 May 2023
Full text of the resolutions and summary of the results
Ordinary Business
To consider and, if thought fit, to pass the following
resolutions as ordinary resolutions:
1. To receive and adopt the Report of the Directors and the
audited accounts of the Company for the financial period ended 31
December 2022 together with the Independent Auditor's Report on
those audited accounts (the "Annual Report and Accounts").
2. To approve the Directors' Remuneration Report contained
within the Annual Report and Accounts.
3. To approve the Directors' Remuneration Policy set out on page
31 of the Directors' Remuneration Report contained within the
Annual Report and Accounts.
4. To appoint Ernst & Young LLP as auditors of the Company,
to hold office until the conclusion of the next annual general
meeting at which the Annual Report and Accounts are laid before the
meeting.
5. To authorise the Board of Directors to determine the remuneration of Ernst & Young LLP.
6. To re-elect Reuben Jeffery, III as a Director.
7. To re-elect Emma Davies as a Director.
8. To re-elect Edward Cumming-Bruce as a Director.
9. That the Directors of the Company are generally and
unconditionally authorised to exercise the powers conferred upon
them by Article 136 of the Articles of Association to offer
Shareholders in the Company who have elected to receive them, an
allotment of ordinary shares, credited as fully paid, instead of
the whole or any part of any cash dividends paid by the Directors
or declared by the Company in a general meeting (as the case may
be) from the date of the passing of this Resolution until the
conclusion of the next annual general meeting of the Company, and
the Directors are permitted to do all acts and things required or
permitted to be done in Article 136 of the Articles of Association
of the Company.
10. That, in substitution for all subsisting authorities to the
extent unused, the Directors be and they are hereby generally and
unconditionally authorised, in accordance with section 551
Companies Act 2006, to exercise all the powers of the Company to
allot equity securities in the capital of the Company and to grant
rights to subscribe for, or to convert any security into, equity
securities in the Company up to an aggregate nominal amount equal
to $302,684.12.
The authority hereby conferred on the Directors shall expire at
the conclusion of the next annual general meeting of the Company
after the date of the passing of this Resolution, or the date which
falls 15 months after the date on which this Resolution is passed,
whichever is the earlier, save that under this authority the
Company may, before such expiry, make offers or enter into
agreements which would or might require shares to be allotted or
rights to subscribe for, or to convert any security into, shares to
be granted after such expiry and the Directors may allot shares or
grant rights to subscribe for, or to convert any security into,
shares (as the case may be) in pursuance of such an offer or
agreement as if the authority conferred hereby had not expired
Special Business
11. That, subject to the passing of Resolution 10 above, in
substitution for all subsisting authorities to the extent unused,
the Directors be and they are hereby authorised, pursuant to
section 570 and section 573 Companies Act 2006, to allot equity
securities (within the meaning of section 560 Companies Act 2006)
for cash either pursuant to the authority conferred by Resolution
10 or by way of a sale of treasury shares, as if section 561(1)
Companies Act 2006 did not apply to any such allotment, provided
that this authority shall be limited to the allotment of equity
securities in connection with an offer of equity securities:
a. to holders of ordinary shareholders in proportion (as nearly
as may be practicable) to their existing holdings; and
b. to holders of other equity securities as required by the
rights of those securities or as the Directors otherwise consider
necessary,
and so that the Directors may impose any limits or restrictions
and make any arrangements which they consider necessary or
appropriate to deal with any treasury shares, fractional
entitlements or securities represented by depositary receipts,
record dates, legal, regulatory or practical problems in, or under
the laws of, any territory or the requirements of any regulatory
body or stock exchange or any other matter.
The authority hereby conferred shall expire at the conclusion of
the next annual general meeting of the Company after the passing of
this Resolution, or the date which falls 15 months after the date
on which this Resolution is passed, whichever is the earlier, save
that the Company may, before such expiry, make offers and enter
into agreements which would or might require equity securities to
be allotted after such expiry and the Directors may allot equity
securities in pursuance of such offers or agreements as if the
authority conferred hereby had not expired.
12. That, subject to the passing of Resolution 10 above, in
addition to the authority granted by Resolution 11, but in
substitution for all other subsisting authorities to the extent
unused, the Directors be and they are hereby authorised, pursuant
to section 570 and section 573 Companies Act 2006, to allot equity
securities (within the meaning of section 560 Companies Act 2006)
for cash either pursuant to the authority conferred by Resolution
10 or by way of a sale of treasury shares, as if section 561(1)
Companies Act 2006 did not apply to any such allotment, provided
that this authority shall be limited to the allotment of equity
securities in connection with an offer of equity securities up to
an aggregate nominal amount of US$90,805.24.
The authority hereby conferred shall expire at the conclusion of
the next annual general meeting of the Company after the passing of
this Resolution, or the date which falls 15 months after the date
on which this Resolution is passed, whichever is the earlier, save
that the Company may, before such expiry, make offers and enter
into agreements which would or might require equity securities to
be allotted after such expiry and the Directors may allot equity
securities in pursuance of such offers or agreements as if the
authority conferred hereby had not expired.
13. That the Company be and is hereby generally and
unconditionally authorised for the purposes of section 701
Companies Act 2006, to make market purchases (within the meaning of
section 693(4) Companies Act 2006) of ordinary shares of one penny
each in the capital of the Company on such terms and in such manner
as the Directors shall from time to time determine, provided
that:-
a. the maximum number of ordinary shares hereby authorised to be purchased is 13,611,705.03
b. the minimum price (exclusive of expenses) which may be paid
for an ordinary share is one 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) an
amount equal to 14.99 per cent. of the average of the middle market
quotations for an Ordinary Share (as derived from the London Stock
Exchange Daily Official List) for the five business days
immediately preceding the date on which that Ordinary Share is
contracted to be purchased; and (ii) an amount equal to the higher
of the price of the last independent trade of an ordinary share and
the highest current independent bid on the trading venues 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 after the passing
of this Resolution, or the date which falls 15 months after the
date on which this Resolution 13 is passed, whichever is the
earlier (unless previously revoked, varied or renewed by the
Company in general meeting prior to such time); and
e. the Company may at any time prior to the expiry of such
authority enter into such a contract or contracts under which a
purchase of ordinary shares under such authority will or may be
completed or executed wholly or partly after the expiration of such
authority and the Company may purchase ordinary shares in pursuance
of any such contract or contracts as if the authority conferred
hereby had not expired.
14. That, a general meeting of the Company (other than an annual
general meeting) may be called on not less than 14 days'
notice.
Summary Totals
RIVERSTONE CREDIT OPPORTUNITIES
INCOME PLC
Annual General Meeting, 18-MAY-2023
09:00
ORDINARY SHARES
In Favour Discretion Against Withheld
Resolution Votes Votes Votes Votes
1 40,356,903 0 0 0
2 40,342,903 0 0 14,000
3 40,342,903 0 0 14,000
4 40,339,653 0 0 17,250
5 40,356,903 0 0 0
6 40,353,653 0 0 3,250
7 40,353,653 0 0 3,250
8 40,353,653 0 0 3,250
9 40,353,653 0 0 3,250
10 40,353,653 0 0 3,250
11 40,353,653 0 0 3,250
12 40,353,653 0 0 3,250
13 40,353,653 0 0 3,250
14 40,356,903 0 0 0
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