TIDMTEM
RNS Number : 2719F
Templeton Emerging Markets IT PLC
11 July 2019
Templeton Emerging Markets Investment Trust PLC
11 July 2019
Result of Annual General Meeting
The Board of Templeton Emerging Markets Investment Trust PLC
(the "Company") announces that, at the Annual General Meeting of
the Company held on 11 July 2019, all of the following resolutions
were passed by the requisite majority.
1. To receive and adopt the Directors' and Auditor's Reports and
financial statements for the year ended 31 March 2019.
2. To approve the Directors' Remuneration Report for the year ended 31 March 2019.
3. To declare a final dividend of 11.00 pence per share for the year ended 31 March 2019.
4. To re-elect Paul Manduca as a Director.
5. To re-elect Beatrice Hollond as a Director.
6. To re-elect Charlie Ricketts as a Director.
7. To re-elect David Graham as a Director.
8. To re-elect Gregory E Johnson as a Director.
9. To re-elect Simon Jeffreys as a Director.
10. To appoint Ernst & Young LLP as auditor of the Company,
to act until the conclusion of the next general meeting of the
Company at which audited accounts are laid before the members.
11. To authorise the Directors to determine the auditor's
remuneration.
12. That, pursuant to Article 153.1 of the articles of
association of the Company, the Company shall continue in being as
an Investment Trust for the period expiring at the end of the
annual general meeting of the Company to be held in 2024.
13. That, in substitution for any existing authority, the
Directors be generally and unconditionally authorised to allot
equity securities (as defined in Section 560 of the Companies Act
2006 (the "Act")) pursuant to Section 551 of the Act, up to an
aggregate nominal amount of GBP3,123,077 (being an amount equal to
5% of the existing issued share capital of the Company as at 22 May
2019, being the latest practicable date before the date of this
notice), provided that this authority shall, unless renewed, varied
or revoked by the Company, expire at the conclusion of the annual
general meeting of the Company to be held in 2020 save that the
Company may, before such expiry, make offers or agreements which
would or might require equity securities to be allotted and the
Directors may allot equity securities in pursuance of such offer or
agreement notwithstanding that the authority conferred by this
resolution has expired.
14. That, in substitution for any existing authority, subject to
the passing of resolution 13, the Directors be given the general
power pursuant to sections 570 and 573 of the Act to allot equity
securities (as defined by Section 560 of the Act) for cash pursuant
to the authority conferred by resolution 13, and/or to sell equity
securities held as treasury shares for cash pursuant to Section 727
of the Act, in each case as if Section 561(1) of the Act did not
apply to any such allotment or sale, provided that this power shall
be limited to: (a) any such allotment and/or sale of equity
securities in connection with an offer or issue by way of rights or
other pre-emptive offer or issue, open for acceptance for a period
fixed by the directors, to holders of ordinary shares (other than
the Company) on the register on any record date fixed by the
directors in proportion (as nearly as may be) to the respective
number of ordinary shares deemed to be held by them, subject to
such exclusions or other arrangements as the directors may deem
necessary or expedient in relation to fractional entitlements,
legal or practical problems arising in any overseas territory, the
requirements of any regulatory body or stock exchange or any other
matter whatsoever; and (b) any such allotment and/or sale,
otherwise than pursuant to sub-paragraph (a) above, of equity
securities having, in the case of ordinary shares, an aggregate
nominal value or, in the case of other equity securities, giving
the right to subscribe for or convert into ordinary shares having
an aggregate nominal value, not exceeding the sum of GBP3,123,077
(being an amount equal to 5% of the existing issued share capital
of the Company as at 22 May 2019, being the latest practicable date
before the date of this notice). The power granted by this
resolution will expire on conclusion of the annual general meeting
of the Company to be held in 2020 (unless renewed, varied or
revoked by the Company prior to or on such date) save that the
Company may, before such expiry, make offers or agreements which
would or might require equity securities to be allotted or equity
securities held as treasury shares to be sold after such expiry and
the Directors may allot and/or sell equity securities held as
treasury shares in pursuance of any such offer or agreement
notwithstanding that the power conferred by this resolution has
expired.
15. That, in substitution for any existing authority, the
Company be and is hereby authorised in accordance with Section 701
of the Companies Act 2006 to make market purchases (within the
meaning of Section 693(4) of the Companies Act 2006), of its
ordinary of shares of 25 pence each in the capital of the Company
("shares") provided that:
(i) the maximum number of shares hereby authorised to be
purchased shall not exceed 14.99 per cent of the shares in issue on
11 July 2019, or 37,451,945 shares, whichever is lower;
(ii) the minimum price which may be paid for a share shall be 25
pence;
(iii) the maximum price which may be paid (excluding expenses)
for a share shall not be more than the higher of: (a) an amount
equal to 105 per cent of the average of the closing mid-market
price of shares (as derived from the daily Official List of the
London Stock Exchange) for the five business days immediately
preceding the date of purchase; and (b) the higher of the last
independent trade price and the highest current independent
purchase bid price on the London Stock Exchange; and
(iv) unless renewed, the authority hereby conferred shall expire
on the conclusion of the annual general meeting of the Company to
be held in 2020, save that the Company may, and prior to such
expiry, enter into a contract to purchase shares which will or may
be completed wholly or partly after such expiry.
16. That a general meeting, other than an annual general
meeting, may be called on not less than 14 clear days' notice.
Resolutions 1 - 16 were passed on a show of voting cards. A
breakdown of the proxy votes registered is shown below.
Resolution Votes for (including Votes Against Votes Withheld
votes at the
discretion of
the Chairman)
Ordinary Resolutions
--------------------- -------------- ---------------
1 140,267,115 106,680 1,037,582
--------------------- -------------- ---------------
2 140,099,924 221,190 1,090,263
--------------------- -------------- ---------------
3 140,384,009 7,111 1,020,257
--------------------- -------------- ---------------
4 134,115,449 6,226,703 1,069,224
--------------------- -------------- ---------------
5 137,124,115 3,220,799 1,066,463
--------------------- -------------- ---------------
6 140,316,860 25,587 1,068,930
--------------------- -------------- ---------------
7 140,311,272 30,257 1,069,848
--------------------- -------------- ---------------
8 105,158,536 35,186,065 1,066,776
--------------------- -------------- ---------------
9 137,122,954 3,222,470 1,065,953
--------------------- -------------- ---------------
10 140,274,745 91,453 1,045,179
--------------------- -------------- ---------------
11 140,319,726 33,540 1,058,111
--------------------- -------------- ---------------
Special Business
- Ordinary Resolutions
--------------------- -------------- ---------------
12 141,335,362 46,963 29,901
--------------------- -------------- ---------------
13 140,285,233 72,805 1,053,339
--------------------- -------------- ---------------
Special Resolutions
--------------------- -------------- ---------------
14 140,183,036 144,965 1,083,376
--------------------- -------------- ---------------
15 140,238,776 134,737 1,037,864
--------------------- -------------- ---------------
16 139,078,256 1,286,924 1,046,197
--------------------- -------------- ---------------
The Board notes the outcome of the votes in relation to
Resolution 8 concerning the re-election of Gregory Johnson, in
which a substantial minority of proxy votes against Mr Johnson's
re-election were submitted. The Board understands that some
shareholders have a policy of voting against re-election of any
non-independent directors of investment trusts.
The independent directors remain of the view that Mr. Johnson is
able to make a valuable contribution to the Company in his capacity
as a director and that there are sufficient procedures in place to
manage the inherent conflict of interest that his appointment gives
rise to. That being said, the Board will engage with shareholders
who voted against this resolution to discuss their concerns and, in
accordance with its obligations under the AIC Code, the Company
will provide an update following that engagement with shareholders
within the next six months and a final summary in its next annual
report.
For information please contact Winterflood Securities (Corporate
Broker) Neil Langford on + 44 (0) 20 3100 0160.
END OF ANNOUNCEMENT
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END
RAGUAUURKAABAAR
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