TwentyFour Income Fund
Limited
(a closed-ended investment company incorporated in Guernsey with
registration number 56128)
LEI Number:
549300CCEV00IH2SU369
(The “Company”)
14 OCTOBER 2021
RESULT OF ANNUAL
GENERAL MEETING
At the Annual General Meeting of the Company held today, all
Resolutions set out in the Annual General Meeting Notice sent to
Shareholders dated 13 September 2021
were duly passed.
Details of the proxy voting results which should be read along
side the Notice are noted below:
Ordinary
Resolution |
For |
Discretion
(voted in favour) |
Against |
Abstain |
1 |
309,587,628 |
0 |
14,416 |
17,663 |
2 |
309,614,023 |
0 |
5,684 |
0 |
3 |
309,512,452 |
0 |
94,518 |
12,737 |
4 |
309,525,582 |
0 |
76,462 |
17,663 |
5 |
309,560,020 |
0 |
32,910 |
26,777 |
6 |
259,102,673 |
0 |
50,502,635 |
14,399 |
7 |
309,596,553 |
0 |
23,154 |
0 |
8 |
309,587,735 |
0 |
17,573 |
14,399 |
9 |
309,610,952 |
0 |
8,755 |
0 |
10 |
309,596,553 |
0 |
23,154 |
0 |
11 |
309,582,882 |
0 |
22,426 |
14,399 |
12 |
308,365,751 |
0 |
10,150 |
0 |
13 |
309,569,873 |
0 |
30,150 |
19,684 |
14 |
309,569,873 |
0 |
30,150 |
19,684 |
Extraordinary Resolution |
For |
Discretion
(voted in favour) |
Against |
Abstain |
15 |
309,567,264 |
0 |
32,759 |
19,684 |
16 |
239,989,373 |
0 |
19,116,770 |
50,513,564 |
Special Resolution |
For |
Discretion
(voted in favour) |
Against |
Abstain |
17 |
309,605,667 |
0 |
8,755 |
5,285 |
Note - A vote withheld is not a vote in law
and has not been counted in the votes for and against a
resolution.
The Extraordinary and Special Resolutions were as follows:
Extraordinary Resolution 15
That, in substitution of all existing powers (but in addition to
any power conferred on them by ordinary resolutions 13 and 14
above), the Directors be and are authorised generally and
unconditionally in accordance with Article 6.7 of the Articles to
exercise all powers of the Company to issue equity securities (as
defined in Article 6.1.1(a)) for cash as if the members’
pre-emption rights contained in Article 6.2 of the Articles did not
apply to any such issue pursuant to the general authority conferred
on them by the ordinary resolutions 10 and 11 above (as varied from
time to time by the Company in general meeting):
- pursuant to an offer of equity securities open for acceptance
for a period fixed by the Directors where the equity securities
respectively attributable to the interests of holders of Ordinary
Shares are proportionate (as nearly as may be) to the respective
numbers of Ordinary Shares held by them but subject to such
exclusions or other arrangements in connection with the issue as
the Directors may consider necessary, appropriate or expedient to
deal with equity securities representing fractional entitlements or
to deal with legal or practical problems arising in any overseas
territory, the requirements of any regulatory body or stock
exchange, or any other matter whatsoever; and
- provided that (otherwise than pursuant to sub-paragraph (a)
above) this power shall be limited to the allotment of equity
securities up to an aggregate nominal value equal to 10 per cent.
of the total number of shares in issue in the Company at the date
of the passing of this extraordinary resolution, and provided
further that (i) the number of equity securities to which this
power applies shall be reduced from time to time by the number of
treasury shares which are sold pursuant to any power conferred on
the Directors by ordinary resolution 10 above and (ii) no issue of
equity securities shall be made under this power which would result
in Ordinary Shares being issued at a price which is less than the
net asset value per Ordinary Share as at the latest practicable
date before such allotment of equity securities as determined by
the Directors in their reasonable discretion, and such power hereby
conferred shall expire on whichever is the earlier of: (i) the
conclusion of the annual general meeting of the Company to be held
in 2022; or (ii) the date 15 months after the date on which this
extraordinary resolution is passed (unless renewed, varied or
revoked by the Company prior to that date) save that the Company
may, before such expiry, make offers or agreements which would or
might require equity securities to be issued after such expiry and
the Directors may issue equity securities in pursuance to such
offers or agreements as if the authority conferred hereby had not
expired.
Extraordinary Resolution 16
That, conditional on extraordinary resolution 15 above having
been passed, in substitution of all existing powers (but in
addition to any power conferred on them by ordinary resolutions 13
and 14 and in addition to and without prejudice to the power
granted by extraordinary resolution 15 above), the Directors be and
are authorised generally and unconditionally in accordance with
Article 6.7 of the Articles to exercise all powers of the Company
to issue equity securities (as defined in Article 6.1.1(a)) for
cash as if the members’ pre-emption rights contained in Article 6.2
of the Articles did not apply to any such issue pursuant to the
general authority conferred on them by the ordinary resolutions 12
and 13 above (as varied from time to time by the Company in general
meeting):
- pursuant to an offer of equity securities open for acceptance
for a period fixed by the Directors where the equity securities
respectively attributable to the interests of holders of Ordinary
Shares are proportionate (as nearly as may be) to the respective
numbers of Ordinary Shares held by them but subject to such
exclusions or other arrangements in connection with the issue as
the Directors may consider necessary, appropriate or expedient to
deal with equity securities representing fractional entitlements or
to deal with legal or practical problems arising in any overseas
territory, the requirements of any regulatory body or stock
exchange, or any other matter whatsoever; and
- provided that (otherwise than pursuant to sub-paragraph (a)
above) this power shall be limited to the allotment of equity
securities up to an aggregate nominal value equal to 10 per cent.
of the total number of shares in issue in the Company at the date
of the passing of this extraordinary resolution, and provided
further that no issue of equity securities shall be made under this
power which would result in Ordinary Shares being issued at a price
which is less than the net asset value per Ordinary Share as at the
latest practicable date before such allotment of equity securities
as determined by the Directors in their reasonable discretion, and
such power hereby conferred shall expire on whichever is the
earlier of: (i) the conclusion of the annual general meeting of the
Company to be held in 2022; or (ii) the date 15 months after the
date on which this extraordinary resolution is passed (unless
renewed, varied or revoked by the Company prior to that date) save
that the Company may, before such expiry, make offers or agreements
which would or might require equity securities to be issued after
such expiry and the Directors may issue equity securities in
pursuance to such offers or agreements as if the authority
conferred hereby had not expired.
Special Resolution
That Article 24.2 of the Articles of Incorporation be amended as
below:
“The Directors (other than any alternate Directors) shall be
entitled to receive by way of fees for their services as Directors
such sum as the Board may from time to time determine provided that
the aggregate amount of such fees (including fees, if any, due to
the Directors for attendance at meetings of any committee of the
Board) for all the Board collectively shall not exceed £225,000 in
any financial year in aggregate, or such higher sum as may be
determined from time to time by Ordinary Resolution of the
Company.”
Enquiries:
Northern Trust International Fund Administration Services
(Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001
END