DW Catalyst Fund Limited (the
"Company")
(a closed-ended collective investment scheme established as a
company with limited liability under the laws of Guernsey with
registered number 52520)
RESULT OF ANNUAL GENERAL MEETING
(“AGM”) and
DISCLOSURE AND TRANSPARENCY RULES - NOTIFICATION
22 JUNE 2016
RESULT OF ANNUAL GENERAL MEETING (“AGM”):
The Board of DW Catalyst Fund Limited is pleased to announce
that at the AGM held on 22 June 2016,
all thirteen resolutions as set out in the Notice dated
16 May 2016 were unanimously passed
by way of a show of hands.
The proxy votes received on each resolution proposed at the AGM
were as follows. A vote withheld is not a vote in law and has
not been counted in the votes for and against a
resolution.
|
Ordinary Resolutions
|
For
|
Against
|
Vote
ithheld |
| 1. |
That the Annual
Audited Financial Statements of the Company for the year ended 31
December 2015, together with the Reports of the Directors and the
Auditors thereon, be received and considered. |
3,446,776 |
0 |
0 |
| 2. |
That Ernst & Young
LLP be appointed as Auditors until the conclusion of the next
annual general meeting. |
3,446,776 |
0 |
0 |
| 3. |
That the Board of Directors be
authorised to determine the remuneration of the Auditors. |
3,446,776 |
0 |
0 |
| 4. |
That Charlotte Valeur be re-elected
as a Director. |
3,446,776 |
0 |
0 |
| 5. |
That Keith Dorrian be re-elected as
a Director. |
2,443,348 |
4,837 |
998,591 |
| 6. |
That Patrick Firth be
re-elected as a Director. |
3,446,776 |
0 |
0 |
| 7. |
That Andrew Rosenthal be re-elected
as a Director. |
3,404,327 |
42,448 |
0 |
| 8. |
That Christopher Waldron be
re-elected as a Director. |
3,446,776 |
0 |
|
| 9. |
That the Directors’ Remuneration
Report contained in the Annual Audited Financial Statements of the
Company for the year ended 31 December 2015 be approved. |
3,446,776 |
0 |
0 |
| 10. |
That the Directors be generally and
unconditionally authorised to allot and issue, grant rights to
subscribe for, or to convert securities into, up to 3,464,332
shares respectively (being 33.33 per cent. of the shares in issue
as at the latest practicable date prior to the date of publication
of this document (excluding shares held in treasury)) for the
period expiring on the date falling fifteen months after the date
of passing of this Resolution 10 or the conclusion of the next
annual general meeting of the Company, whichever is the earlier,
save that the Company may before such expiry make an offer or
agreement which would or might require shares to be allotted and
issued after such expiry and the Directors may allot and issue
shares in pursuance of such an offer or agreement as if the
authority had not expired. |
3,446,776 |
0 |
0 |
|
Special Resolutions
|
For
|
Against
|
Vote
Withheld |
| 11. |
That the Company be and
is hereby generally and unconditionally authorised in accordance
with the Companies (Guernsey) Law, 2008, as amended (the “Companies
Law”), to make market acquisitions (as defined in the Companies
Law) of each class of its shares (either for the retention as
treasury shares for resale or transfer, or cancellation), PROVIDED
THAT:
a. the maximum number of shares authorised
to be purchased shall be 1,558,066 shares (being 14.99 per
cent. of the shares of each class in issue as at the latest
practicable date prior to the date of publication of this document,
excluding shares held in treasury);
b. the minimum price (exclusive of
expenses) which may be paid for a share shall be 1 pence ;
c. the maximum price which may be paid for
a share is an amount equal to the higher of: (a) 105 per cent. of
the average of the middle market quotations for a share of the
relevant class on the relevant market for the five business days
immediately preceding the date on which the share is purchased; and
(b) the higher of (i) the price of the last independent trade for a
share of the relevant class and (ii) the highest current
independent bid for a share of the relevant class at the time of
purchase; and
d. the authority hereby conferred shall
expire at the annual general meeting of the Company in 2017 unless
such authority is varied, revoked or renewed prior to such date by
a special resolution of the Company in general meeting. |
3,446,776 |
0 |
0 |
| 12. |
That, in accordance with
Article 6.4 of the Articles, the Directors be empowered to
allot and issue (or sell from treasury) 1,039,403 shares
(being 10 per cent. of the shares in issue as at the latest
practicable date prior to the date of this notice, excluding shares
held in treasury) for cash as if Article 6.1 of the Articles
did not apply to the allotment and issue (or sale from treasury)
for the period expiring on the date falling fifteen months after
the date of passing of this Resolution 12 or the conclusion of the
next annual general meeting of the Company, whichever is the
earlier, save that the Company may before such expiry make offers
or agreements which would or might require shares to be allotted
and issued (or sold) after such expiry and the Directors may allot
and issue (or sell) shares in pursuance of any such offer or
agreement notwithstanding that the power conferred by this
Resolution 12 has expired. |
3,446,776 |
0 |
0 |
| 13. |
That the amendments to the articles
of incorporation of the Company described in the Company’s circular
to shareholders dated 16 May 2016 and produced to the Meeting be
and are hereby approved and adopted. |
3,446,776 |
|
|
In accordance with Listing Rule 9.6.3, a copy of the Result of
AGM has been submitted to the National Storage Mechanism and will
shortly be available for inspection at:
www.morningstar.co.uk/uk/NSM
DISCLOSURE AND TRANSPARENCY RULES – NOTIFICATION:
The Board will be implementing revised DTR4.2.2(2), in so far
that the half-yearly financial report will be made public within
three months after the period end.
Company website:
www.dwcatalystltd.com
Northern Trust International Fund Administration Services
(Guernsey) Limited
Rebecca Booth
Tel: +44 (0) 1481 745001