TIDMPURE
RNS Number : 5194C
PureCircle Limited
10 February 2020
Results of Annual General Meeting and Directorate Change
PureCircle (LSE: PURE) (the "Company"), the world's leading
producer and innovator of great-tasting stevia sweeteners for the
global food and beverage industry, announces the results from its
Annual General Meeting ("AGM"), which was held at 9.00 a.m. on 10
February 2020 at 12th Floor, West Wing, Rohas PureCircle, No. 9,
Jalan P. Ramlee, 50250 Kuala Lumpur.
All of the resolutions proposed by the Board were duly passed on
a show of hands except for Resolution 4 which was passed by a poll
vote.
Resolutions number 2, 6 and 8, as set out in the notice of AGM
dated 14 January 2020 (the "Notice"), relating to re-election of
Directors were withdrawn at the meeting. Accordingly, Mr. John
Slosar, Ms. Rosemarie Andolino and Ms. Ann Marie Scichili are no
longer directors of the Company.
Robert Cheim Dau Meng, Dato' has been appointed Chairman of the
Company with immediate effect. Commenting on his appointment,
Robert Cheim Dau Meng said:
"On behalf of the Board I would like to express our appreciation
to John, Rosemarie and Ann Marie for their contributions to the
Company during their period of service and wish them well in their
future endeavours.
I am honoured to be appointed as Chairman of the Company and I
look forward to working with the Board to deliver the Group's
strategic priorities as it continues to build the foundations for
its future. This has been a difficult period for PureCircle and its
shareholders. The Board and the executive team are committed to
providing the Company with the leadership necessary to achieve
strong growth. I would like to thank all our staff who have ensured
that we continue to service our customers at all times."
The Board notes that ordinary resolution 4 was passed with less
than 80% of the votes in favour. In the coming months, the Board
will undertake consultations with certain of the Company's
shareholders to address any concerns they may have.
A further statement detailing the outcome of the Company's
consultation with its shareholders, including any actions taken as
a result, will be published by the Company within six months of the
2019 Annual General Meeting in accordance with the UK Corporate
Governance Code.
A summary of proxy votes received in respect of each resolution
is set out below:
No. Resolution Votes In Favour Against Withheld*
validly
cast
No. of No. of % No. of % No. of
votes votes votes votes
---------------------------- ------------ ------------ ------ ----------- ------ -----------
Adopt the Annual Report
& Accounts, together
with Directors' report
Auditors' report and
related matters) on
a date no later than
90 days from 10 February
1. 2020 113,198,490 110,501,707 97.62 2,696,783 2.38 16,083,094
---------------------------- ------------ ------------ ------ ----------- ------ -----------
2. Resolution withdrawn N/A
---------------------------- --------------------------------------------------------------------
Re-elect Lim Kian Thong,
3. Jimmy, as a Director 129,131,735 129,089,055 99.97 42,680 0.03 150,050
---------------------------- ------------ ------------ ------ ----------- ------ -----------
Re-elect Guy Wollaert
4. as a Director 139,515,928 71,849,929 51.50 67,665,999 48.50 50
---------------------------- ------------ ------------ ------ ----------- ------ -----------
Re-elect Datuk Ali
bin Abdul Kadir as
5. a Director 128,390,646 121,119,341 94.34 7,271,305 5.66 891,138
---------------------------- ------------ ------------ ------ ----------- ------ -----------
6. Resolution withdrawn N/A
---------------------------- --------------------------------------------------------------------
Re-elect Dato' Cheim
Dau Meng, Robert, as
7. a Director 129,131,735 127,939,055 99.08 1,192,680 0.92 150,050
---------------------------- ------------ ------------ ------ ----------- ------ -----------
8. Resolution withdrawn N/A
---------------------------- --------------------------------------------------------------------
Re-elect Tan Sri Wan
Azmi Wan Hamzah as
9. a Director 129,281,734 127,810,409 98.86 1,471,325 1.14 50
---------------------------- ------------ ------------ ------ ----------- ------ -----------
Elect Sridhar Krishnan
10. as a Director 129,131,735 127,926,916 99.07 1,204,819 0.93 150,050
---------------------------- ------------ ------------ ------ ----------- ------ -----------
Elect Lai Hock Meng,
11. Peter, as a Director 129,001,734 127,440,752 98.79 1,560,982 1.21 280,050
---------------------------- ------------ ------------ ------ ----------- ------ -----------
Elect Olivier Maes
12. as a Director 129,281,734 127,720,752 98.79 1,560,982 1.21 50
---------------------------- ------------ ------------ ------ ----------- ------ -----------
Authority to Directors
13. to allot shares 128,325,570 126,936,657 98.92 1,388,913 1.08 956,215
---------------------------- ------------ ------------ ------ ----------- ------ -----------
Special Resolution:
Authority to the Directors
to disapply pre-emptive
14. rights 128,444,036 127,076,142 98.94 1,367,894 1.06 837,749
---------------------------- ------------ ------------ ------ ----------- ------ -----------
Special Resolution:
Authority to the Directors
to disapply pre-emptive
rights in connection
with an acquisition
or specified capital
15. investment 128,627,775 127,246,477 98.93 1,381,298 1.07 654,009
---------------------------- ------------ ------------ ------ ----------- ------ -----------
* A vote "withheld" is not a vote in law and is therefore not
counted in the calculation of the proportion of votes "For" or
"Against" a resolution.
The total number of shares in issue (excluding treasury shares)
at the record date and time for voting was 184,454,951.
In accordance with LR9.6.2, a copy of the resolutions relating
to special business at the Annual General Meeting has today been
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.morningstar.co.uk/uk/nsm.
A summary of the proxy votes received and a copy of the Notice
of Annual General Meeting 2019 are available at
http://purecircle.com/investors/shareholder-and-constitutional-documents/
Directorate and Board committee membership changes
As part of the resolutions put to shareholders today at the AGM,
the appointments of Mr. Sridhar Krishnan, Mr. Lai Hock Meng, Peter
and Mr. Olivier Maes as Directors become effective from the close
of the AGM.
Robert Cheim Dau Meng, Dato', having been appointed Chairman of
the Company, has stepped down as a member of the Remuneration
Committee.
Also, further to the announcement dated 28 January 2020, Mr. Lai
Hock Meng's effective date as CEO of the Company has been brought
forward to today.
Pursuant to Listing Rule 9.6.11R, PureCircle announces the
following changes to the Board Committees with immediate
effect:
-- Ali bin Abdul Kadir, Datuk ("Datuk Ali") joins the Nomination
Committee and appointed the Senior Independent Director
-- Olivier Maes joins the Remuneration Committee, Audit Committee and Nomination Committee
-- Sridhar Krishnan joins the Remuneration Committee, Audit Committee and Nomination Committee
-- Wan Azmi Wan Hamzah, Tan Sri ("Tan Sri Wan Azmi")
(Non-Independent Non-Executive Director) currently a member of the
Nomination Committee, has been appointed as Chair
In addition to these changes, Tan Sri Wan Azmi is now the
designated Non-Executive Director for engagement with the workforce
of the Company.
Following the directorate changes, the Board composition will be
two Executive Directors, one Non-Executive Chairman, four
Independent Non-Executive Directors, and one Non-Independent
Non-Executive Director. The membership of PureCircle Board
Committees, the membership of all its committees according to its
Board Charter are as follows:
Remuneration Committee
Guy Wollaert (Chair)
Olivier Maes
Sridhar Krishnan
Audit Committee
Ali bin Abdul Kadir, Datuk (Chair)
Guy Wollaert
Sridhar Krishnan
Olivier Maes
Nomination Committee
Wan Azmi Wan Hamzah, Tan Sri (non-independent director)
(Chair)
Robert Cheim Dau Meng, Dato'
Ali bin Abdul Kadir, Datuk
Sridhar Krishnan
Olivier Maes
Disclosure Committee
Robert Cheim Dau Meng, Dato' (Chair)
Lai Hock Meng (Peter)
Lim Kian Thong (Jimmy)
Treasury Committee
CEO
CFO
VP, Corporate Finance
Group Financial Controller
Global Operations Finance Director
Senior Treasury Manager
10 February 2020
Enquiries:
Jimmy Lim, CFO
Phone: +603 2166 2206
Alina Slotnik, Vice President of Global Marketing
Email: alina.slotnik@purecircle.com
Phone: +1 (630) 517-0812
Newgate Communications, Media Relations
Elisabeth Cowell
Giles Croot
Email: purecircle@newgatecomms.com
Phone: +44 (0) 20 3757 6880
Notes to Editors
About PureCircle
-- PureCircle is the only company that combines advanced R&D
with full vertical integration from farm to high-quality,
great-tasting innovative stevia sweeteners.
-- The Company collaborates with farmers who grow the stevia
plants and with food and beverage companies which seek to improve
their low- and no-calorie formulations using a sweetener from
plants.
-- PureCircle will continue to: lead in research, development
and innovation; produce a growing supply of multiple varieties of
stevia sweeteners with sugar-like taste, using all necessary and
appropriate methods of production; and be a resource and innovation
partner for food and beverage companies.
-- PureCircle stevia flavor modifiers work in synergy with
sweeteners to improve the taste, mouthfeel and calorie profile, and
enhance the cost effectiveness, of beverage and food products.
-- Founded in 2002, PureCircle is continually investing in
breakthrough research and development and it has been granted over
214 stevia-related patents with more than 300 applied for patents
pending.
-- PureCircle has offices around the world with the global headquarters in Chicago, Illinois.
-- To meet growing demand for stevia sweeteners, PureCircle is
rapidly ramping up its supply capability. It completed expansion of
its Malaysian stevia extract facility in March 2017, increasing its
capacity to rapidly supply the newer and great-tasting specialty
stevia sweeteners and helping provide ever-increasing value to its
customers.
-- PureCircle's shares are listed on the main market of the London Stock Exchange.
-- For more information, visit: www.purecircle.com
About stevia
-- Given the growing global concerns about obesity and diabetes,
beverage and food companies are working responsibly to reduce sugar
and calories in their products, responding to both consumers and
health and wellness advocates. Sweeteners from the stevia plant
offer sugar-like taste and are becoming an increasingly important
tool for these companies.
-- Like sugar, stevia sweeteners are from plants. But unlike
sugar, they enable low-calorie and zero-calorie formulations of
beverages and foods.
-- Stevia leaf extract is a natural-based, zero calorie,
high-intensity sweetener, used by global food and beverage
companies as a great-tasting zero-calorie alternative to sugar and
artificial sweeteners.
-- Stevia is a naturally sweet plant native to South America;
today, it is grown around the world, notably in Kenya, China and
the US.
-- The sweet-tasting parts of the stevia leaf are up to 350
times sweeter than sugar: stevia's high-intensity sweetness means
it requires far less water and land than sugar.
-- Research has shown that the molecules of the stevia leaf are
present and unchanged in the dried stevia leaf, through the
commercial extraction and purification process, and in the final
stevia leaf extract product. All major global regulatory
organisations, across 65 countries, have approved the use of
high-purity stevia leaf extracts in food and beverages.
-- For more information on the science of stevia, please visit
https://www.purecirclesteviainstitute.com/
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END
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