Invesco Perpetual Select Trust
plc
Result of AGM
Result of the Annual General Meeting of Invesco Perpetual Select
Trust plc held on
21 September 2017:
All of the resolutions put to shareholders at the Meeting were
passed.
Proxy votes lodged with the Registrar in respect of each
resolution (based on the net asset values of the respective share
classes on 19 September 2017) and
which constitute the poll results were as follows:
Resolution |
Votes For
(including votes at
the discretion of
the Chairman) |
Votes Against |
Votes Withheld |
Ordinary resolutions:
1. |
24,680,948 |
- |
- |
2. |
24,578,871 |
101,903 |
173 |
3. |
24,578,871 |
101,903 |
173 |
4. |
24,571,065 |
93,058 |
16,824 |
5. |
24,587,716 |
93,058 |
173 |
6. |
24,587,716 |
93,058 |
173 |
7. |
24,587,716 |
93,058 |
173 |
8. |
24,578,437 |
93,058 |
9,452 |
9. |
24,632,508 |
19,073 |
29,366 |
Special resolutions:
10. |
24,609,747 |
25,010 |
46,190 |
11. |
24,614,471 |
20,286 |
46,190 |
12. |
24,634,635 |
46,312 |
- |
Total Voting Rights were 149,732,243.
The full text of the resolutions passed is as follows:
Ordinary Resolutions:
The following Ordinary Resolutions were passed at the Annual
General Meeting held on 21 September
2017:
1. To receive the Annual Financial Report for
the year ended 31 May 2017.
2. To approve the Directors’ Remuneration
Policy.
3. To approve the Annual Statement and Report
on Remuneration.
4. To elect Craig
Cleland a Director of the Company.
5. To re-elect Patrick Gifford a Director of the Company.
6. To re-elect Sir Michael Bunbury a Director of the Company.
7. To re-elect Alan Clifton a Director of the Company.
8. To re-appoint Grant Thornton LLP as
Auditor to the Company and authorise the Audit Committee to
determine the Auditor’s remuneration.
9. 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 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 fifteen 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 21 September
2016:
10. 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 and
Managed Liquidity) for cash, either pursuant to the authority given
by resolution 9 set out above 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 £38,009 of UK Equity Shares,
£32,747 of Global Equity Income Shares, £7,043 of Balanced Risk
Shares and £5,195 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
fifteen 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.
11. 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 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 at 21 September
2017, the date of the Annual General Meeting, being
5,614,824 UK Equity Shares, 4,902,990 Global Equity Income Shares,
1,048,071 Balanced Risk Shares and 777,439 Managed Liquidity
Shares;
(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
shall be an amount equal to 105% of the average of the middle
market quotations for a Share taken from and calculated by
reference to the London Stock Exchange Daily Official List for five
business days immediately preceding the day on which the Share is
purchased;
(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.
12. THAT:
the period of notice required for general meetings of the Company
(other than Annual General Meetings) shall be not less than 14
days.
Invesco Asset Management Limited
Corporate Company Secretary
21 September 2017