GCL Geiger Counter Limited

12 March 2024

GEIGER COUNTER LIMITED
(THE "COMPANY")

Results of the Annual General Meeting

Geiger Counter Limited held its Annual General Meeting on the 6 March 2024 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 2023, 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 2023, together with the auditor's report thereon.

§ 13 votes in favour of the resolution representing 11,450,630 shares;

§ 5 votes against representing 72,553 shares;

§ 6 votes withheld representing 132,423 shares; and

§ 1 vote in which the Chairman was given discretion representing 115,336 shares.

2.    That KPMG Channel Islands Limited, Chartered Accountants, be re-appointed as Auditor and that the Directors be authorised to determine their remuneration.

§ 14 votes in favour of the resolution representing 11,469,379 shares;

§ 5 votes against representing 62,514 shares;

§ 6 votes withheld representing 123,713 shares; and

§ 1 vote in which the Chairman was given discretion representing 115,336 shares.

3.    To approve the Directors' Remuneration Report for the year ended 30 September 2023.

§ 14 votes in favour of the resolution representing 11,390,369 shares;

§ 8 votes against representing 118,553 shares;

§ 7 votes withheld representing 146,684 shares; and

§ 1 vote in which the Chairman was given discretion representing 115,336 shares.

4.    That, pursuant to article 46.1 of the Articles of Association of the Company ("the Articles"), the Directors shall extend the life of the Company from the sixteenth anniversary of the First Closing Date until the next annual general meeting of the Company, when a further extension will be sought.

§ 14 votes in favour of the resolution representing 11,437,397 shares;

§ 7 votes against representing 83,146 shares;

§ 6 votes withheld representing 135,063 shares; and

§ 1 vote in which the Chairman was given discretion representing 115,336 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.

§ 14 votes in favour of the resolution representing 9,881,604 shares;

§ 9 votes against representing 1,679,382 shares;

§ 6 votes withheld representing 94,620 shares; and

§ 1 vote in which the Chairman was given discretion representing 115,336 shares.

6.    To re-elect Gary Clark, a Director retiring by rotation, as a Director.

§ 14 votes in favour of the resolution representing 11,246,458 shares;

§ 8 votes against representing 99,124 shares;

§ 8 votes withheld representing 310,024 shares; and

§ 1 vote in which the Chairman was given discretion representing 115,336 shares.

7.    To re-elect James Leahy, a Director retiring by rotation, as a Director.

§ 14 votes in favour of the resolution representing 11,246,458 shares;

§ 8 votes against representing 99,124 shares;

§ 8 votes withheld representing 310,024 shares; and

§ 1 vote in which the Chairman was given discretion representing 115,336 shares.

8.    To re-elect Professor Ian Reeves CBE, a Director retiring by rotation, as a Director.

§ 13 votes in favour of the resolution representing 11,203,974 shares;

§ 9 votes against representing 138,885 shares;

§ 8 votes withheld representing 312,747 shares; and  

§ 1 vote in which the Chairman was given discretion representing 115,336 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 2023, 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.

§ 14 votes in favour of the resolution representing 11,534,685 shares;

§ 5 votes against representing 70,973 shares;

§ 5 votes withheld representing 49,948 shares; and  

§ 1 vote in which the Chairman was given discretion representing 115,336 shares.