TwentyFour Income Fund Limited
(a closed-ended investment company incorporated in Guernsey with
registration number 56128)
LEI Number: 549300CCEV00IH2SU369
(The
“Company”)
20 September 2018
RESULT OF ANNUAL
GENERAL MEETING
At the Annual General Meeting of the Company held on
20 September 2018, all Ordinary
Resolutions set out in the Annual General Meeting Notice sent to
Shareholders dated 17 August 2018
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 |
201,287,637 |
0 |
0 |
0 |
2 |
188,694,655 |
0 |
12,592,981 |
0 |
3 |
201,176,122 |
0 |
21,515 |
90,000 |
4 |
166,075,797 |
0 |
41,469 |
35,170,369 |
5 |
201,265,392 |
0 |
22,244 |
0 |
6 |
201,287,637 |
0 |
0 |
0 |
7 |
201,287,637 |
0 |
0 |
0 |
8 |
201,287,637 |
0 |
0 |
0 |
9 |
201,283,347 |
0 |
4,290 |
0 |
10 |
188,694,655 |
0 |
12,592,981 |
0 |
Note - A vote withheld is not a vote in law
and has not been counted in the votes for and against a
resolution.
At the same AGM noted above, the following Extraordinary
Resolutions were also passed:
Extraordinary Resolution 11
(201,197,438 in favour / 90,199
against / 0 withheld)
That, in substitution of all existing powers (but in addition to
any power conferred on them by ordinary resolutions 8 and 9 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 8 and 9 above (as varied from time to time by
the Company in general meeting):
a) 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
b) 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 2019; 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 12
(165,100,052 in favour /
36,187,584 against / 0 withheld)
That, conditional on extraordinary resolution 11 above having
been passed, in substitution of all existing powers (but in
addition to any power conferred on them by ordinary resolutions 8
and 9 and in addition to and without prejudice to the power granted
by extraordinary resolution 11 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 8 and 9
above (as varied from time to time by the Company in general
meeting):
a) 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
b) 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 2019; 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.
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