May 10, 2012 - GMP Report of Voting Results

Pursuant to Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations REPORT OF VOTING RESULTS The following matters were voted on at the Annual and Special Meeting of Shareholders (the Meeting”) of GMP Capital Inc. (“GMP”) held on Friday, May 4, 2012. Full details of the matters are set out in the Notice of Meeting and Management Information Circular, which was mailed to shareholders prior to the Meeting and is available at www.gmpcapital.com or on SEDAR at www.sedar.com. The Board of Directors and management of GMP recommended that shareholders vote: (i) FOR the election as director of each of the nine nominees listed in the Management Information Circular; (ii) FOR the appointment of Ernst & Young LLP as auditors of GMP, and (iii) FOR the resolution approving all unallocated common share options, right or other entitlements under the GMP common share option plan, the full text of which is set out in the Management Information Circular (the “Unallocated Common Share Options Resolution”).

1. Election of Directors By a vote conducted by ballot, each of the nine (9) nominees listed in the Management Information Circular was elected to serve as a director of GMP until the next annual meeting or until his successor is elected or appointed, with the outcome of the vote being as follows:

 

2. Appointment of Auditors By a vote conducted by show of hands, Ernst & Young LLP was reappointed as the auditors of GMP for the 2012 fiscal year, with the outcome of the vote being as follows:

 

3. Approval of the Unallocated Common Share Options Resolution By a vote conducted by ballot, the Unallocated Common Share Options Resolution was approved, with the outcome of the vote being as follows:


 

DATED this 9th day of May, 2012.

Per: “Christine Drake”

Name: Christine Drake Title: Chief Financial Officer & Secretary GMP Capital Inc


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