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NB Private Equity: Results of AGM

·10-min read

15 June 2022

NB Private Equity Partners Limited (the “Company”) is pleased to announce that at the Annual General Meeting of its Class A Shareholders held at 1.45 p.m. on 14 June 2022, each of the Resolutions tabled were duly passed without amendment.

The details of each resolution are as follows:

ORDINARY RESOLUTIONS

Resolution 1

THAT the Audited Financial Statements, the Directors’ report, and the auditors’ report for the financial year ended 31 December 2021 be received and considered.

For (including discretionary)

19,054,954 votes

Against

822 votes

Withheld

21,427 votes

Resolution 2

THAT the Directors’ remuneration for the financial year ended 31 December 2021 as provided in the Directors’ report be approved.

For (including discretionary)

18,971,666 votes

Against

83,582 votes

Withheld

21,955 votes

Resolution 3

THAT the Directors’ remuneration policy as set out below be approved.

It is the Company’s policy that the level of Directors’ fees should be sufficient to attract and retain directors with appropriate skills having regard to the level of fees payable to non-executive Directors in the wider industry, the role that individual Directors fulfil, and the time committed to the Company’s affairs. The Directors are all non-executive and their fees are set within the limits of the Company’s Articles of Incorporation. The level of fees for Directors is reviewed annually by the Board.

It is not the Company’s policy to include an element of performance related pay; all fees are paid in cash rather than any other instrument. Directors have no entitlement to pensions or pension-related benefits or medical or life insurance schemes, share options or long-term incentive schemes. The Directors of the Company are entitled to the reimbursement of reasonable fees and expenses incurred by them in the performance of their duties. Where expenses are recognised as a taxable benefit, a Director may receive the grossed-up costs of that expense as a benefit.

Annual fees are pro-rated where a change takes place during a financial year. These fee levels are subject to change periodically under this policy. The Chairman does not participate in any discussions relating to his own fee, which is determined by the other Directors.

The directors do not have a service contract but sign a letter of appointment, they are notentitled to a notice period or compensation upon early termination of their office.

For (including discretionary)

19,048,186 votes

Against

7,062 votes

Withheld

21,955 votes

Resolution 4

THAT William Maltby as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.

For (including discretionary)

18,944,287 votes

Against

132,916 votes

Withheld

0 votes

Resolution 5

THAT John Falla as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.

For (including discretionary)

18,945,375 votes

Against

131,186 votes

Withheld

642 votes

Resolution 6

THAT Trudi Clark as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.

For (including discretionary)

18,859,228 votes

Against

216,833 votes

Withheld

1,142 votes

Resolution 7

THAT Wilken von Hodenberg as a Director of the Company, retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.

For (including discretionary)

18,945,954 votes

Against

130,607 votes

Withheld

642 votes

Resolution 8

THAT Louisa Symington-Mills as a Director of the Company. Retiring in accordance with the AIC Code and Article 26.2 of the Company’s Articles of Incorporation be re-elected.

For (including discretionary)

18,945,154 votes

Against

131,407 votes

Withheld

642 votes

Resolution 9

THAT KPMG Channel Islands Limited, who have indicated their willingness to continue in office, be re-appointed as auditors of the Company and to hold office from the conclusion of this AGM until the conclusion of the next AGM to be held in 2023.

For (including discretionary)

17,262,661 votes

Against

1,792,587 votes

Withheld

21,955 votes

Resolution 10

THAT the Directors be authorised to determine the remuneration of KPMG Channel Islands Limited.

For (including discretionary)

18,681,268 votes

Against

373,791 votes

Withheld

22,144 votes

Resolution 11

THAT the interim dividend of $0.47 cents per share in respect of the period 1 July 2021 to 31 December 2021 declared by the Company, be ratified and approved.

For (including discretionary)

19,054,954 votes

Against

822 votes

Withheld

21,427 votes

In accordance with LR 9.6.18, details of those resolutions passed, which were not ordinary business of the AGM, follow:-

Resolution Type

Votes For (including discretionary)

Votes Against

Votes Withheld*

12 - Special

19,052,345

2,789

22,069

13 - Special

19,047,197

7,437

22,569

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes “for” or “against” the Resolution.

The full wording of these resolutions can be found below:

SPECIAL RESOLUTIONS

Resolution 12

THAT the Company be and is hereby authorised, in accordance with section 315 of the Companies (Guernsey) Act 2008, as amended (the “Companies Law”), subject to the Listing Rules made by the United Kingdom Financial Conduct Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Class A Shares (as defined in the Company’s Articles) which may be cancelled or held as treasury shares, provided that:

(i)   The maximum number of Class A Shares authorised to be purchased under this authority shall be 7,009,478 Class A Shares (being 14.99 per cent. of the Class A Shares in issue (excluding Class A Shares held in treasury) as at the latest practicable date;

(ii)   The minimum price (exclusive of expenses) which may be paid for a Class A Share is US$0.01;

(iii)   the maximum price (exclusive of expenses) which may be paid for a Class A Share shall be not more than an amount equal to the higher of

  1. 5 per cent. above the average mid-market value of the Class A Shares on the regulated market where the repurchase is carried out for the five business days prior to the day the purchase is made; and

  2. the higher of (i) the price of the last independent trade; and (ii) the highest current independent bid price, in each case on the regulated market where the purchase is carried out, and

such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2023 (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may make a contract to acquire Class A Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Class A Shares pursuant to such a contract.

Resolution 13

THAT the Directors be and are hereby authorised, pursuant to Article 5.7 of the Articles, to allot and issue or make offers or agreements to allot and issue, grant rights to subscribe for, or to convert any securities into, Class A Shares (including by way of sale of Class A Shares from treasury) (“Relevant Securities”) for cash in to the aggregate number of Class A Shares equal to 4,671,426 (being 9.99 per cent. of the Class A Shares in issue as at the Latest Practicable Date) (excluding any Class A Shares held in treasury and after giving effect to the exercise of any warrants, options or other convertible securities outstanding as at such date) as if Article 5.2 of the Articles did not apply to any such allotment and issue, such authority to expire on the date which is 15 months from the date of the passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to held in 2022 (unless previously renewed, revoked or varied by the Company by a special resolution) save that the Company may, before such expiry, make an offer or agreement which would or might require Relevant Securities to be allotted and issued after such expiry and the directors may allot and issue Relevant Securities in pursuance of such an offer or agreement as if the authority conferred by this resolution had no expired.

For further information, please contact:

NBPE Investor Relations        +1 214 647 9593

Kaso Legg Communications   +44 (0)20 3995 6673


Charles Gorman        nbpe@kl-communications.com

About NB Private Equity Partners Limited
NBPE invests in direct private equity investments alongside market leading private equity firms globally. NB Alternatives Advisers LLC (the “Investment Manager”), an indirect wholly owned subsidiary of Neuberger Berman Group LLC, is responsible for sourcing, execution and management of NBPE. The vast majority of direct investments are made with no management fee / no carried interest payable to third-party GPs, offering greater fee efficiency than other listed private equity companies. NBPE seeks capital appreciation through growth in net asset value over time while paying a bi-annual dividend.

LEI number: 213800UJH93NH8IOFQ77

About Neuberger Berman
Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager. The firm manages a range of strategies—including equity, fixed income, quantitative and multi-asset class, private equity, real estate and hedge funds—on behalf of institutions, advisors and individual investors globally. With offices in 25 countries, Neuberger Berman’s diverse team has over 2,300 professionals. For seven consecutive years, the company has been named first or second in Pensions & Investments Best Places to Work in Money Management survey (among those with 1,000 employees or more). In 2020, the PRI named Neuberger Berman a Leader, a designation awarded to fewer than 1% of investment firms for excellence in Environmental, Social and Governance (ESG) practices. The PRI also awarded Neuberger Berman an A+ in every eligible category for our approach to ESG integration across asset classes. The firm manages $429 billion in client assets as of March 31, 2021. For more information, please visit our website at www.nb.com.

This press release appears as a matter of record only and does not constitute an offer to sell or a solicitation of an offer to purchase any security.

NBPE is established as a closed-end investment company domiciled in Guernsey. NBPE has received the necessary consent of the Guernsey Financial Services Commission. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results. This document is not intended to constitute legal, tax or accounting advice or investment recommendations. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. Statements contained in this document that are not historical facts are based on current expectations, estimates, projections, opinions and beliefs of NBPE's investment manager. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Additionally, this document contains "forward-looking statements." Actual events or results or the actual performance of NBPE may differ materially from those reflected or contemplated in such targets or forward-looking statements.