GORS GUGG Item 5.07 Submission of Matters to a Vote of Security Holders.
Special Meeting
On
Each of the proposals listed below is described in more detail in the Proxy Statement and incorporated herein by reference. A summary of the voting results at the Special Meeting for each of the proposals is set forth below.
Stockholder Proposal No. 1: Business Combination Proposal.
At the Special Meeting, GGI stockholders considered and voted upon the proposal
to adopt that certain Business Combination Agreement (as amended by that certain
amendment dated
For Against Abstain Broker Non-Votes 60,126,768 1,708,775 133,444 0
Stockholder Proposal No. 2: Governance Proposals.
At the Special Meeting GGI stockholders considered and voted upon separate
proposals with respect to certain governance provisions in the proposed articles
of association (the "Post-Closing Articles") of ListCo following the
consummation of the Business Combination (the "
Each of the Governance Proposals was approved, having received "for" votes from a majority of the votes cast by holders of outstanding shares of GGI Common Stock represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Special Meeting. The voting results for each separate proposal were as follows:
a. Proposal 2A: Change in Authorized Shares - To provide that the total
number of shares of all classes of shares which the Post-Combination
Company is authorized to issue is 6,861,249,349 shares, consisting of (a)
5,000,000,000 Class A ordinary shares of the Post-Combination Company ,
entitling the holder thereof of 1 vote per share (the "Post-Combination
Company Class A Shares") of nominal value USD 0.01 each, (b)
1,777,366,739 Class B ordinary shares of the Post-Combination Company ,
entitling the holder thereof of 10 votes per share (the "Post-Combination
Company Class B Shares ") of nominal value USD 0.01 each, (c) 16,000,000
class C-1 preferred shares in the share capital of ListCo, each of which
will be exercisable for one Post-Combination Company Class A Share (the
"Post-Combination
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Company Class C-1 Shares") of nominal value USD 0.10 each, (d) 9,000,000
class C-2 preferred share in the share capital of ListCo, each of which
will be exercisable for one Post-Combination Company Class A Share (the
"Post-Combination Company Class C-2 Shares") of nominal value USD 0.10
each, (e) 58,882,610 mandatory convertible preference shares of the
Post-Combination Company to be issued to Snita pursuant to the Volvo Cars
Preference Subscription Agreement (the "Post-Combination Company
Preference Shares") of nominal value USD 10.00 each and (f) 50,000
redeemable preferred shares of GBP (the "GBP Redeemable Preferred
Shares") of nominal value GBP 1.00 each.
For Against Abstain Broker Non-Votes
58,625,333 2,758,377 585,277 0
b. Proposal 2B: Dual Class Structure - To provide for a dual class capital
structure pursuant to which holders of Post-Combination Company Class B
Shares will be entitled to 10 votes per share.
For Against Abstain Broker Non-Votes
55,194,910 6,056,547 717,530 0
c. Proposal 2C: Classified Board - To provide for the board of directors of
the Post Closing Company (the "Post-Combination Company Board") to be
classified into three classes of directors, as nearly equal as reasonably
possible, with each class being elected to a staggered three-year term.
For Against Abstain Broker Non-Votes
55,074,303 6,164,134 730,550 0
d. Proposal 2D: Removal of Directors - To provide that the Post-Combination
Company may, by special resolution, or by ordinary resolution of which
special notice has been given in accordance with section 312 of the U.K.
Companies Act 2006 (the "Companies Act"), remove a director before the
expiry of his or her period of office (without prejudice to a claim for
damages for breach of contract or otherwise); and to further provide that
in the first three years following Closing, save as required by the
Companies Act, the Post-Combination Company Board may only convene a
general meeting which proposes a resolution to remove an "Independent
Director" (as defined in the Post-Combination Articles) if the
Post-Combination Company Board approves such resolution by simple
majority including the affirmative vote of at least two other Independent
Directors (or if there are fewer than two Independent Directors then in
office excluding the Independent Director proposed to be removed, all of
the Independent Directors (other than the Independent Director proposed
to be removed), if any).
For Against Abstain Broker Non-Votes
55,537,858 5,371,500 1,059,629 0
e. Proposal 2E: Quorum for Shareholder Meetings - To provide that at least
two members that in aggregate hold at least 51% of the issued shares of
the Post-Combination Company who are present in person or by proxy and
entitled to attend and to vote on the business to be transacted shall be
a quorum for a general meeting for all purposes.
For Against Abstain Broker Non-Votes
56,227,758 5,173,381 567,848 0
f. Proposal 2F: Authorization of Directors' Conflicts of Interest - To
provide that the Post-Combination Company Board may, in accordance with
the requirements set out in the Post-Combination Articles, authorize any
matter or situation proposed to them by any director which would, if not
authorized, involve a director breaching his or her duty under the
Companies Act to avoid conflicts of interest. A director is not required,
by reason of being a director (or because of the fiduciary relationship
established by reason of being a director), to account to ListCo for any
remuneration, profit or other benefit which he or she derives from or in
connection with a relationship involving a conflict of interest which has
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been authorized by the directors or by ListCo in general meeting (subject
in each case to any terms, limits or conditions attaching to that
authorization) and no contract shall be liable to be avoided on such
grounds.
For Against Abstain Broker Non-Votes
55,498,901 5,592,916 877,170 0
g. Proposal 2G: Selection of England and Wales as Exclusive Forum - To
provide that, unless ListCo consents in writing to the selection of an
alternative forum, the Courts of England and Wales will be the sole and
exclusive forum for: (a) any derivative action or proceeding brought on
behalf of ListCo; (b) any action, including any action commenced by a
member of ListCo in its own name or on behalf of ListCo, asserting a
claim of breach of any fiduciary or other duty owed by any director,
officer or other employee of ListCo (including but not limited to duties
arising under the Companies Act); (c) any action arising out of or in
connection with the Post-Combination Articles or otherwise in any way
relating to the constitution or conduct of ListCo; or (d) any action
asserting a claim against ListCo governed by the "Internal Affairs
Doctrine" (as such concept is recognized under the laws of the United
States of America ); and to provide that, unless ListCo consents in
writing to the selection of an alternative forum, the federal district
courts of the United States of America will be the sole and exclusive
forum for the resolution of any complaint asserting a cause of action
arising under the United States Securities Act of 1933, as amended or any
successor legislation. Nothing above will apply to any action brought to
enforce a duty or liability created by the United States Securities
Exchange Act of 1934 Act, as amended, or any successor legislation.
For Against Abstain Broker Non-Votes
55,113,691 5,859,982 995,314 0
Stockholder Proposal No. 3: Adjournment Proposal
In connection with the Special Meeting, GGI also solicited proxies upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from GGI stockholders to approve the Business Combination Proposal or to ensure that any supplement or amendment to the proxy statement/prospectus is timely provided to GGI stockholders. As there were sufficient votes at the time of the Special Meeting to approve proposals 1 and 2 and to ensure that a quorum was present at the Special Meeting, the adjournment of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to GGI stockholders for approval at the Special Meeting.
Warrant Holder Meeting
Additionally, on
Each of the proposals listed below is described in more detail in the Proxy Statement and incorporated herein by reference. A summary of the voting results at the Warrant Holder Meeting for each of the proposals is set forth below.
Warrant Holder Proposal No. 1: Warrant Amendment Proposal.
At the Warrant Holder Meeting, the Public Warrant holders considered and voted
upon an amendment to that certain Warrant Agreement, by and between
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The Warrant Amendment Proposal was approved, having received the affirmative vote of the holders of at least 50% of the outstanding GGI Public Warrants. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 8,375,079 251,856 64,287 0
Warrant Holder Proposal No. 2: Warrant Holder Adjournment Proposal
In connection with the Warrant Holder Meeting, GGI also solicited proxies upon a proposal to allow the chairman of the chairman of the Warrant Holder Meeting to adjourn the Warrant Holder Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from Company warrant holders to approve the Warrant Holder Proposal or to ensure that any supplement or amendment to the proxy statement/prospectus is timely provided to Company warrant holders. As there were sufficient votes at the time of the Warrant Holding Meeting to approve proposal 1 and to ensure that a quorum was present at the Warrant Holder Meeting, the adjournment of the Warrant Holding Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to Public Warrant holders for approval at the Warrant Holder Meeting.
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