Invesco Perpetual Select Trust
plc
Result of AGM
Result of the Annual General Meeting of Invesco Perpetual Select
Trust plc held on
3 October 2019:
All of the resolutions put to shareholders at the Meeting 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 3 October
2019:
Resolution |
Votes For
(including votes at
the discretion of
the Chairman) |
|
Votes Against |
|
Votes Withheld |
Ordinary resolutions:
1. |
14,255,665 |
100.0% |
7,072 |
0.0% |
- |
2. |
14,161,910 |
99.3% |
100,642 |
0.7% |
184 |
3. |
14,162,408 |
99.3% |
100,143 |
0.7% |
184 |
4. |
14,176,511 |
99.4% |
86,226 |
0.6% |
- |
5. |
14,176,326 |
99.4% |
86,226 |
0.6% |
184 |
6. |
14,177,602 |
99.4% |
85,135 |
0.6% |
- |
7. |
14,176,511 |
99.4% |
86,226 |
0.6% |
- |
8. |
14,157,450 |
99.3% |
105,287 |
0.7% |
- |
9. |
14,154,787 |
99.2% |
107,950 |
0.8% |
- |
Special resolutions:
10. |
14,137,923 |
99.3% |
107,473 |
0.7% |
17,340 |
11. |
14,213,362 |
99.8% |
32,034 |
0.2% |
17,340 |
12. |
14,235,492 |
99.8% |
27,245 |
0.2% |
- |
Total Voting Rights applicable to the above resolutions were
136,435,100.
Resolution 13 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 |
Ordinary resolution:
13. |
3,314,031 |
100.0% |
- |
- |
- |
Total Voting Rights applicable for this resolution were
32,549,709
Resolution 14 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 |
Ordinary resolution:
14. |
3,382,916 |
99.8% |
6,516 |
0.2% |
- |
Total Voting Rights applicable for this resolution were
31,189,234.
As portended in the annual financial report Patrick Gifford retired from the Board at the
conclusion of the meeting.
.
The full text of the resolutions passed is as follows:
Ordinary Resolutions applicable to all share classes:
The following Ordinary Resolutions were passed at the Annual
General Meeting held on 3 October
2019:
1. To receive the Annual Financial Report for
the year ended 31 May 2019.
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 Alan Clifton as a Director of the Company.
6. To re-elect Graham
Kitchen as a Director of the Company.
7. To re-elect Victoria Muir as a Director of the Company.
8. To re-appoint Grant Thornton UK 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 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 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 3 October
2019:
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
Allocation 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 £33,048 of UK Equity Shares,
£31,466 of Global Equity Income Shares, £5,618 of Balanced Risk
Allocation Shares and £4,370 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 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 at 3 October
2019, the date of the Annual General Meeting, being
4,879,201 UK Equity Shares, 4,675,266 Global Equity Income Shares,
827,575 Balanced Risk Allocation Shares and 635,893 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
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.
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.
Ordinary Resolution applicable only to the UK Equity Share
Class:
13. To approve the UK Equity Share Class Portfolio
dividend payment policy as set out on page 33 of the 2019 annual
financial report.
Ordinary Resolution applicable only to the Global Equity Income
Share Class:
14. To approve the Global Equity Income Share Class
Portfolio dividend payment policy as set out on page 33 of the 2019
annual financial report.
Invesco Asset Management Limited
Corporate Company Secretary
3 October 2019