TIDMMNP
RNS Number : 3628B
Martin Currie Global Portfolio Tst
09 June 2021
Martin Currie Global Portfolio Trust plc
Legal Entity Identifier: 549300RKB85NFVSTBM94
Results of Annual General Meeting
The Annual General Meeting of the Company was held at 12:30pm
today, 9 June 2021. The following resolutions, as set out in the
Notice of Annual General Meeting were duly passed on a poll.
Resolutions numbered 1 to 11 were passed as Ordinary resolutions
and resolutions 12 to 15 were passed as Special resolutions.
Ordinary business
1. That the Report of the directors and auditors and the
financial statements for the year ended 31 January 2021 be
received;
2. That the Directors' annual remuneration report for the year
ended 31 January 2021 be approved;
3. That the Directors' remuneration policy be approved;
4. That the dividend policy be approved;
5. That Marian Glen be re-elected as a Director;
6. That Gary Le Sueur be re-elected as a Director;
7. That Christopher Metcalfe be re-elected as a Director;
8. That Gillian Watson be re-elected as a Director;
9. That Ernst & Young LLP be re-appointed as auditors of the
Company to hold office from the conclusion of this meeting until
the conclusion of the next general meeting at which accounts are
laid before the Company;
10. That the Directors be authorised to fix the remuneration of
the auditors for the year ending 31 January 2022; and
11. That, in substitution of any existing authority, the
directors of the Company be and are hereby generally and
unconditionally authorised pursuant to s551 of the Companies Act
2006 (the 'Act') to allot equity securities (as defined in s560 of
the Act) up to a maximum nominal amount of GBP1,410,824.05 (being
approximately one third of the issued share capital of the Company
(excluding Treasury shares) as at 8 April 2021, being the latest
practicable date before the date of this notice) provided that the
authority hereby given shall expire on 30 July 2022 or, if earlier,
the conclusion of the annual general meeting of the Company in 2022
save that the Company may, at any time before the expiry of such
authority, make an offer or enter into an agreement which would or
might require equity securities to be allotted after the expiry of
such authority and the directors may allot equity securities in
pursuance of such an offer or agreement as if such authority had
not expired.
Special business
12. That, pursuant to Article 12 of the articles of association
of the Company and in accordance with s701 of the Companies Act
2006 (the 'Act') and in substitution for any existing authority,
the Company be and is hereby generally and unconditionally
authorised to make market purchases (within the meaning of s693(4)
of the Act) of Ordinary shares of 5 pence each in the capital of
the Company provided that:
(a) the maximum aggregate number of Ordinary shares hereby
authorised to be purchased is 12,688,951 (or, if less, 14.99% of
the number of Ordinary shares in issue (excluding Treasury shares)
immediately prior to the passing of this resolution);
(b) the minimum price which may be paid for an Ordinary share is
5 pence (exclusive of expenses);
(c) the maximum price (exclusive of expenses) which may be paid
for an Ordinary share shall be not more than the higher of (i) 5%
above the average of the mid-market quotations for an Ordinary
share of the Company as derived from the Daily Official List of the
London Stock Exchange for the five business days immediately
preceding the date of purchase; and (ii) the higher of the last
independent trade and the highest current independent bid on the
London Stock Exchange;
(d) the authority hereby conferred shall expire 15 months after
the date of passing of this resolution or, if earlier, at the
conclusion of the AGM of the Company in 2022, unless such authority
is renewed, issued or revoked prior to such time; and
(e) the Company may conclude a contract to purchase Ordinary
shares under the authority hereby conferred prior to the expiry of
such authority which will or
may be executed wholly or partly after the expiry of such
authority and may make a purchase of Ordinary shares in pursuance
of any such contract as if the authority hereby confirmed had not
expired.
13. That the Directors be and they are hereby empowered in
accordance with s570 and s573 of the Companies Act 2006 (the 'Act')
to allot equity securities (as defined in s560 of the Act), where
they are generally authorised pursuant to the authority to allot
equity securities conferred upon them by resolution 11 and/or to
sell Ordinary shares held by the Company as Treasury shares, for
cash, as if s561 of the Act did not apply provided that the power
conferred by this resolution shall be limited to the allotment of
equity securities having a nominal amount not exceeding in
aggregate GBP423,247.20 (being an amount equal to 10% of issued
equity share capital (excluding Treasury shares) as at 8 April 2021
being the latest practicable date before the date of this notice).
Unless previously varied, revoked or renewed, the authority hereby
conferred shall expire on 30 July 2022 or, if earlier at the
conclusion of the annual general meeting of the Company in 2022,
save that the Company may, before the expiry of any power contained
in this resolution, make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the
directors may allot equity securities in pursuance of such an offer
or agreement as if the power conferred hereby had not expired.
14. That, in addition to any authority granted under resolution
13, the Directors be and they are hereby empowered in accordance
with s570 and s573 of the Companies Act 2006 (the 'Act') to allot
equity securities (as defined in s560 of the Act), where they are
generally authorised pursuant to the authority to allot equity
securities conferred upon them by resolution 11 and/or to sell
Ordinary shares held by the Company as Treasury shares, for cash,
as if s561 of the Act did not apply provided that the power
conferred by this resolution shall be limited to the further
allotment of equity securities having a nominal amount not
exceeding in aggregate GBP423,247.20 (being an amount equal to 10%
of issued equity share capital (excluding Treasury shares) as at 8
April 2021 being the latest practicable date before the date of
this notice). Unless previously varied, revoked or renewed, the
authority hereby conferred shall expire on 30 July 2022 or, if
earlier at the conclusion of the annual general meeting of the
Company in 2022, save that the Company may, before the expiry of
any power contained in this resolution, make an offer or agreement
which would or might require equity securities to be allotted after
such expiry and the directors may allot equity securities in
pursuance of such an offer or agreement as if the power conferred
hereby had not expired.
15. That a general meeting, other than an annual general
meeting, may be called on not less than 14 clear days' notice.
Unless previously varied, revoked or renewed, the authority hereby
conferred shall expire on 30 July 2022 or, if earlier, at the
conclusion of the annual general meeting of the Company in
2022.
The results of the poll are as follows:
For Against Withheld
----------- --------
Resolution Votes % Votes %
----------- ------- -------- ----- ---------
To receive the report of
the directors and auditors
and the financial statements
for the year ended 31 January
1 2021 19,026,276 100.00 - - -
--------------------------------- ----------- ------- -------- ----- ---------
To approve the directors'
remuneration report for the
2 year ended 31 January 2021 18,947,584 99.74 49,933 0.26 28,759
--------------------------------- ----------- ------- -------- ----- ---------
To approve the directors'
3 remuneration policy 18,944,773 99.81 35,508 0.19 45,995
--------------------------------- ----------- ------- -------- ----- ---------
4 To approve the dividend policy 19,018,004 100.00 - - 8,272
--------------------------------- ----------- ------- -------- ----- ---------
To re-elect Marian Glen as
5 a director 18,943,168 99.89 20,370 0.11 62,738
--------------------------------- ----------- ------- -------- ----- ---------
To re-elect Gary Le Sueur
6 as a director 18,982,769 99.94 12,083 0.06 31,424
--------------------------------- ----------- ------- -------- ----- ---------
To re-elect Christopher Metcalfe
7 as a director 18,983,556 99.94 12,083 0.06 30,637
--------------------------------- ----------- ------- -------- ----- ---------
To re-elect Gillian Watson
8 as a director 18,975,269 99.89 20,370 0.11 30,637
--------------------------------- ----------- ------- -------- ----- ---------
To re-appoint Ernst & Young
9 LLP as auditors 18,971,449 99.78 41,456 0.22 13,371
--------------------------------- ----------- ------- -------- ----- ---------
To authorise the directors
to fix the remuneration of
the auditors for the year
10 ending 31 January 2022 19,017,720 99.96 8,556 0.04 -
--------------------------------- ----------- ------- -------- ----- ---------
To give authority to allot
11 shares 18,997,263 99.85 29,013 0.15 -
--------------------------------- ----------- ------- -------- ----- ---------
To give authority for share
12 buybacks 18,968,733 99.70 57,543 0.30 -
--------------------------------- ----------- ------- -------- ----- ---------
To give authority to disapply
13 pre-emption rights 18,822,767 99.48 98,502 0.52 105,007
--------------------------------- ----------- ------- -------- ----- ---------
To give authority to disapply
pre-emption rights to a further
14 10% 18,278,775 97.41 486,820 2.59 260,681
--------------------------------- ----------- ------- -------- ----- ---------
To give authority for general
meetings to be held on 14
15 clear days' notice 18,838,927 99.02 185,931 0.98 1,418
--------------------------------- ----------- ------- -------- ----- ---------
Doreen Nic
on behalf of Martin Currie Investment Management Limited
Company Secretary
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