Invesco Select Trust plc
LEI: 549300JZQ39WJPD7U596
Result of AGM
Result of the Annual General Meeting of Invesco Select Trust plc
held on 4 October 2022:
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 30 September
2022:
Resolution |
Votes For
(including votes at
the discretion of
the Chairman) |
% |
Votes Against |
% |
Votes Withheld |
Ordinary Resolutions |
|
|
|
|
|
1. |
22,387,733 |
99.9 |
23,436 |
0.1 |
7,048 |
2. |
22,119,577 |
99.2 |
183,530 |
0.8 |
115,110 |
3. |
22,123,731 |
99.2 |
169,331 |
0.8 |
125,155 |
4. |
21,657,762 |
97.1 |
673,213 |
2.9 |
87,242 |
5. |
21,656,000 |
97.1 |
671,906 |
2.9 |
90,311 |
6. |
21,633,713 |
97.0 |
694,795 |
3.0 |
89,709 |
7. |
21,656,680 |
97.1 |
674,295 |
2.9 |
87,242 |
8. |
21,650,517 |
97.4 |
631,855 |
2.6 |
98,538 |
9. |
22,275,083 |
99.3 |
134,565 |
0.7 |
8,569 |
10. |
22,322,020 |
99.6 |
88,547 |
0.4 |
7,650 |
13. |
16,714,256 |
73.5 |
5,686,541 |
26.5 |
17,420 |
Special Resolutions |
|
|
|
|
|
14. |
22,077,956 |
98.6 |
313,709 |
1.4 |
26,552 |
15. |
22,295,493 |
99.6 |
98,629 |
0.4 |
24,095 |
16. |
22,164,421 |
98.9 |
240,319 |
1.1 |
13,477 |
17. |
22,321,489 |
99.8 |
61,985 |
0.2 |
34,743 |
Total Voting Rights applicable to the above resolutions were
184,705,257.
Resolution 11, an Ordinary Resolution, 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 |
Resolution 11 |
17,518,065 |
100 |
0 |
0 |
10,819 |
Total Voting Rights applicable for this resolution were
71,478,782.
Resolution 12, an Ordinary Resolution, 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 |
Resolution 12 |
4,631,496 |
99.9 |
6,516 |
0.1 |
0 |
Total Voting Rights applicable for this resolution were
24,851,044.
The Board notes the significant vote against resolution 13, the
authority to allot shares, and will consult with the relevant
shareholders as appropriate to understand their concerns. The Board
will provide a further update within six months of the AGM.
The full text of the resolutions passed is as follows:
The following Ordinary Resolutions were passed at the Annual
General Meeting held on 4 October
2022:
Ordinary Resolutions applicable to all share classes:
1. To receive the Annual Financial Report for
the year ended 31 May 2022.
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 Davina Curling as a Director of the Company.
6. To re-elect Mark
Dampier as a Director of the Company.
7. To re-elect Victoria Muir 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
10. To authorise the Audit Committee to determine
the Auditor’s remuneration.
Ordinary Resolution applicable only to the UK Equity Share
Class:
11. To approve the UK Equity Share Class Portfolio
dividend payment policy as set out on page 41 of the 2022 Annual
Financial Report.
Ordinary Resolution applicable only to the Global Equity Income
Share Class:
12. To approve the Global Equity Income Share Class
Portfolio dividend payment policy as set out on page 41 of the 2022
Annual Financial Report.
Ordinary Resolution applicable to all share classes:
13. 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 15 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.
Special Resolutions:
The following Special Resolutions were passed at the Annual
General Meeting held on 4 October
2022:
14. 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 13 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 £72,923
of UK Equity Shares, £24,946 of Global Equity Income Shares, £4,215
of Balanced Risk Allocation Shares and £1,257 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 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 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.
15. 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 as at the date of the AGM;
(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.
16. That: the period of notice required for general meetings of
the Company (other than Annual General Meetings) shall be not less
than 14 days.
17. That: the share premium accounts of each of: (i) the class
of UK Equity shares of 1 penny each in the capital of the Company;
and (ii) the class of Balanced Risk Allocation shares of 1 penny
each in the capital of the Company, be cancelled and the amount of
the share premium of each share class so cancelled be credited to a
reserve in respect of each the respective share classes.
Invesco Asset Management Limited
Corporate Company Secretary
Contact:
James Poole 0207 543 3559
5 October 2022