Invesco Select Trust plc
LEI: 549300JZQ39WJPD7U596
Result of AGM
Result of the Annual General Meeting of Invesco Select Trust plc
held on
5 October 2021:
All of the Annual General Meeting resolutions were decided by
poll and were passed.
The poll results were as follows:
Resolutions applicable to all share classes, with voting rights
based on the net asset values of the respective share classes at
close of business on 4 October
2021:
| Resolution |
Votes For
(including votes at
the discretion of
the Chairman) |
% |
Votes Against |
% |
Votes Withheld |
Ordinary resolutions:
| 1. |
25,390,885 |
99.9 |
17,836 |
0.01 |
1903 |
| 2. |
25,320,144 |
99.7 |
69,412 |
0.03 |
21,068 |
| 3. |
25,321,806 |
99.8 |
50,761 |
0.02 |
38,057 |
| 4. |
24,943,250 |
99.9 |
27,207 |
0.01 |
18,624 |
| 5. |
25,314,045 |
99.9 |
28,920 |
0.01 |
67,659 |
| 6. |
25,365,858 |
99.9 |
29,304 |
0.01 |
15,462 |
| 7. |
25,341,851 |
99.8 |
53,311 |
0.02 |
15,462 |
| 8. |
25,368,453 |
99.9 |
26,709 |
0.01 |
15,462 |
| 9. |
25,356,952 |
99.9 |
32,495 |
0.01 |
21,177 |
Special resolutions:
| 12. |
23,499,748 |
93.9 |
1,878,674 |
7.1 |
32,202 |
| 13. |
25,307,780 |
99.7 |
66,459 |
0.3 |
36,385 |
| 14. |
25,338,305 |
99.9 |
37,045 |
0.1 |
35,364 |
| 15. |
25,226,311 |
99.4 |
150,750 |
0.6 |
33,653 |
| 16. |
25,358,441 |
99.9 |
22,897 |
0.1 |
29,376 |
Total Voting Rights applicable to the above resolutions were
221,151,932.
Resolution 10 was applicable only to the UK Equity Share class,
with voting rights being one vote per share:
| Resolution |
Votes For
(including votes at
the discretion of
the Chairman) |
% |
Votes Against |
% |
Votes Withheld |
Ordinary resolution:
| 10. |
19,179,264 |
99.97 |
6,015 |
0.03 |
2,467 |
Total Voting Rights applicable for this resolution were
154,006,385.
Resolution 11 was applicable only to the Global Equity Income
Share class, with voting rights being one vote per share:
| Resolution |
Votes For
(including votes at
the discretion of
the Chairman) |
% |
Votes Against |
% |
Votes Withheld |
Ordinary resolution:
| 11. |
5,789,695 |
99.89 |
6,516 |
0.11 |
0 |
Total Voting Rights applicable for this resolution were
58,476,179.
The full text of the resolutions passed is as follows:
Ordinary Resolutions applicable to all share classes:
The following Ordinary Resolutions were passed at the Annual
General Meeting held on 5 October
2021:
1. To receive the Annual Financial Report for
the year ended 31 May 2021.
2. To approve the Directors’ Remuneration
Policy.
3. To approve the Annual Statement and Report
on Remuneration.
4. To re-elect Craig
Cleland as a Director of the Company.
5. To re-elect Victoria Muir as a Director of the Company.
6. To re-elect Davina
Curling as a Director of the Company.
7. To re-elect Mark Dampier as a Director of the Company.
8. To re-elect Tim Woodhead as a Director of the Company.
9. To re-appoint Grant Thornton UK LLP as
Auditor to the Company and authorise the Audit Committee to
determine the Auditor’s remuneration.
Ordinary Resolution applicable only to the UK Equity Share
Class:
10. To approve the UK Equity Share Class Portfolio
dividend payment policy as set out on page 41 of the 2021 annual
financial report.
Ordinary Resolution applicable only to the Global Equity Income
Share Class:
11. To approve the Global Equity Income Share Class
Portfolio dividend payment policy as set out on page 42 of the 2021
annual financial report.
Special Resolutions:
The following Special Resolutions were passed at the Annual
General Meeting held on
5 October 2021:
12. THAT:
the Directors be and they
are hereby generally and unconditionally authorised, for the
purpose of section 551 of the Companies Act 2006 as amended from
time to time prior to the date of passing this resolution (‘2006
Act’) to exercise all the powers of the Company to allot relevant
securities (as defined in sections 551(3) and (6) of the 2006 Act)
up to an aggregate nominal amount equal to £1,000,000 of UK Equity
Shares, £1,000,000 of Global Equity Income Shares, £1,000,000 of
Balanced Risk Allocation Shares and £1,000,000 of Managed Liquidity
Shares, provided that this authority shall expire at the conclusion
of the next AGM of the Company or the date falling fifteen months
after the passing of this resolution, whichever is the earlier, but
so that such 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 and
the Directors may allot relevant securities in pursuance of such
offers or agreements as if the power conferred hereby had not
expired.
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
(‘2006 Act’) to allot Shares in each class (UK Equity, Global
Equity Income, Balanced Risk Allocation and Managed Liquidity) for
cash, either pursuant to the authority given by resolution 9 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 2006 Act
did not apply to any such allotment, provided that this power shall
be limited:
(a)
to the allotment of Shares in
connection with a rights issue in favour of all holders of a class
of Share where the Shares attributable respectively to the
interests of all holders of Shares of such class are either
proportionate (as nearly as may be) to the respective numbers of
relevant Shares held by them or are otherwise allotted in
accordance with the rights attaching to such Shares (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);
(b)
to the allotment (otherwise
than pursuant to a rights issue) of equity securities up to an
aggregate nominal amount of £82,285 of UK Equity Shares, £24,661 of
Global Equity Income Shares, £4,180 of Balanced Risk Allocation
Shares and £1,434 of Managed Liquidity Shares; and
(c)
to the allotment of equity
securities at a price of not less than the net asset value per
Share as close as practicable to the allotment or sale
and this power shall 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 power shall allow the Company to make
offers or agreements before the expiry of this power which would or
might require equity securities to be allotted after such 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 2006 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 passing this resolution (‘2006 Act’) to make market purchases
(within the meaning of section 693(4) of the 2006 Act) of its
issued Shares in each Share class (UK Equity, Global Equity Income,
Balanced Risk Allocation and Managed Liquidity).
PROVIDED ALWAYS THAT
(i) the maximum
number of Shares hereby authorised to be purchased shall be 14.99%
of each class of the Company’s share capital at 5 October 2021, the date of the Annual General
Meeting, being 11,941,679 UK Equity Shares, 3,680,233 Global Equity
Income Shares, 626,584 Balanced Risk Allocation Shares and 215,062
Managed Liquidity Shares;
(ii)
the minimum price which may be
paid for a Share shall be 1p;
(iii)
the maximum price which may be
paid for a Share in each Share class 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; and
(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.
15. THAT:
the period of notice required for general meetings of the Company
(other than Annual General Meetings) shall be not less than 14
days.
16. THAT:
The Articles of Association
as produced to the meeting and initialled by the Chairman for the
purpose of identification (the ‘Articles’) be adopted as the
Articles of Association of the Company in substitution for, and to
the exclusion of, the existing Articles of Association.
Invesco Asset Management Limited
Corporate Company Secretary
6 October 2021