Perpetual Income and Growth Investment Trust plc
LEI: 549300UIWJ7E60WUQZ16
Result of AGM
Result of the Annual General Meeting of Perpetual Income and
Growth Investment Trust plc held on 21 July
2020:
All of the Annual General Meeting resolutions were decided by
poll and were passed.
The results of the poll were as follows:
Resolution |
Votes For
(including votes at
the discretion of
the Chairman) |
% |
Votes Against |
% |
Votes Withheld |
Ordinary resolutions:
1. |
91,947,676 |
99.98 |
16,497 |
0.02 |
19,138 |
2. |
90,217,768 |
98.17 |
1,679,882 |
1.83 |
85,661 |
3. |
90,157,055 |
98.13 |
1,719,870 |
1.87 |
106,385 |
4. |
90,195,379 |
98.14 |
1,707,123 |
1.86 |
80,809 |
5. |
90,185,148 |
98.14 |
1,711,017 |
1.86 |
87,146 |
6. |
89,097,581 |
96.95 |
2,798,584 |
3.05 |
87,146 |
7. |
74,535,067 |
81.10 |
17,365,143 |
18.90 |
83,101 |
8. |
91,919,602 |
99.98 |
19,353 |
0.02 |
44,356 |
9. |
91,466,129 |
99.55 |
417,773 |
0.45 |
99,409 |
10. |
91,714,602 |
99.79 |
188,932 |
0.21 |
79,777 |
11. |
91,819,290 |
99.87 |
115,066 |
0.13 |
48,955 |
12. |
91,731,250 |
99.86 |
132,978 |
0.14 |
119,083 |
Special resolutions:
13. |
91,593,375 |
99.71 |
268,349 |
0.29 |
121,587 |
14. |
91,893,056 |
99.96 |
33,616 |
0.04 |
56,639 |
15. |
90,668,525 |
98.64 |
1,248,102 |
1.36 |
66,684 |
Total Voting Rights were 213,853,331.
.
The full text of the resolutions passed is as follows:
Ordinary Resolutions:
The following Ordinary Resolutions were passed at the Annual
General Meeting held on 21 July
2020:
1. To receive the Annual
Financial Report for the year ended 31 March
2020.
2. To re-elect Mike Balfour as a Director of the Company.
3. To re-elect Victoria Cochrane as a Director of the
Company.
4. To re-elect Georgina Field as a Director of the Company.
5. To re-elect Alan Giles as a Director of the Company.
6. To re-elect Richard Laing as a Director of the Company.
7. To re-elect Bob Yerbury as a Director of the Company.
8. To approve the Company’s
dividend payment policy as set out on pages 11and 12 of the annual
financial report.
9. To approve the Annual
Statement and Report on Remuneration for the year ended
31 March 2020.
10. To re-appoint Ernst & Young LLP
as auditor.
11. To authorise the Audit Committee to
determine the auditor’s remuneration.
12. THAT:
the Directors be generally and unconditionally authorised in
accordance with Section 551 of the Companies Act 2006 as amended
from time to time prior to the date of the passing of this
resolution (the ‘Act’) to exercise all powers of the Company to
allot relevant securities (as defined in that section) up to an
aggregate nominal amount (within the meaning of Sections 551(3) and
(6) of the Act) of £2,147,978, this being 10% of the Company’s
issued ordinary share capital excluding shares held in treasury as
at 31 May 2020, such authority to
expire at the conclusion of the next AGM of the Company or the date
fifteen months after the passing of this resolution, whichever is
the earlier, but so that this authority shall allow the Company to
make offers or agreements before the expiry of this authority which
would or might require relevant securities to be allotted after
such expiry as if the authority conferred by this resolution had
not expired.
Special Resolutions:
13. THAT:
the Directors be and they are hereby empowered, in accordance
with Sections 570 and 573 of the Companies Act 2006 as amended from
time to time prior to the date of the passing of this resolution
(the ‘Act’) to allot equity securities for cash, either pursuant to
the authority given by resolution 12 set out above or (if such
allotment constitutes the sale of relevant shares which,
immediately before the sale, were held by the Company as treasury
shares) otherwise, as if Section 561 of the Act did not apply to
any such allotment, provided that this power shall be limited:
(a) to the allotment of equity
securities in connection with a rights issue in favour of all
holders of a class of equity securities where the equity securities
attributable respectively to the interests of all holders of
securities of such class are either proportionate (as nearly as may
be) to the respective numbers of relevant equity securities held by
them or are otherwise allotted in accordance with the rights
attaching to such equity securities (subject in either case to such
exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to fractional entitlements or
legal or practical problems under the laws of, or the requirements
of, any regulatory body or any stock exchange in any territory or
otherwise); and
(b) to the allotment (otherwise
than pursuant to a rights issue) of equity securities up to an
aggregate nominal amount of £2,147,978, this being 10% of the
Company’s issued ordinary share capital excluding shares held in
treasury as at 31 May 2020.
and this power shall expire at the conclusion of the next AGM of
the Company or the date 15 months after the passing of this
resolution, whichever is the earlier, but so that this power shall
allow the Company to make offers or agreements before the expiry as
if the power conferred by this resolution had not expired; and so
that words and expressions defined in or for the purposes of Part
17 of the Act shall bear the same meanings in this resolution.
14. THAT:
the Company be generally and subject as hereinafter appears
unconditionally authorised in accordance with Section 701 of the
Companies Act 2006 as amended from time to time prior to the date
of the passing of this resolution (the ‘Act’) to make market
purchases (within the meaning of Section 693(4) of the Act) of its
issued ordinary shares of 10p each in the capital of the Company
(‘Shares’)
PROVIDED ALWAYS THAT:
(i) the maximum number of
Shares hereby authorised to be purchased shall be 14.99% of the
Company’s issued ordinary shares excluding shares held in treasury
on 21 July 2020, being the date of
the AGM (being 32,056,614 shares);
(ii) the minimum price which may
be paid for a Share shall be 10p;
(iii) the maximum price which may be
paid for a Share must not be more than the higher of: (a) 5% above
the average of the mid-market values of the Shares for the five
business days before the purchase is made; and (b) the higher of
the price of the last independent trade in the Shares and the
highest then current independent bid for the Shares on the London
Stock Exchange;
(iv) any purchase of Shares will be made
in the market for cash at prices below the prevailing net asset
value per Share (as determined by the Directors);
(v) the authority hereby conferred
shall expire at the conclusion of the next AGM of the Company or,
if earlier, on the expiry of 15 months from the passing of this
resolution unless the authority is renewed at any other general
meeting prior to such time;
(vi) the Company may make a contract to
purchase Shares under the authority hereby conferred prior to the
expiry of such authority which will be executed wholly or partly
after the expiration of such authority and may make a purchase of
Shares pursuant to any such contract; and
(vii) any shares so purchased shall be
cancelled or, if the Directors so determine and subject to the
provisions of Sections 724 to 731 of the Act and any applicable
regulations of the United Kingdom Listing Authority, be held (or
otherwise dealt with in accordance with Section 727 or 729 of the
Act) as treasury shares.
15. THAT:
the period of notice required for general meetings of the
Company (other than AGMs) shall be not less than 14 clear days’
notice.
.
Invesco Asset Management Limited
Corporate Company Secretary
21 July 2020