AGM Information • Nov 22, 2024
AGM Information
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| Res 1 | To receive and adopt the Directors' Report and Financial Statements for the year ended 31 July 2024. |
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| Res 2 | To declare that a final dividend for the year ended 31 July 2024 of 14.50 pence per ordinary share be paid to shareholders on the register as at close of business on 8 November 2024. |
| Res 3 | To re-elect Clare Brady as a Director of the Company. |
| Res 4 | To re-elect Hussein Barma as a Director of the Company. |
| Res 5 | To re-elect Sally Macdonald as a Director of the Company. |
| Res 6 | To re-elect Matthew Sutherland as a Director of the Company. |
| Res 7 | To elect Lucy Costa Duarte as a Director of the Company. |
| Res 8 | To approve the Directors' Remuneration Report (excluding the section headed "The Remuneration Policy" set out on page 38) for the year ended 31 July 2024. |
| Res 9 | To reappoint Ernst & Young LLP as Auditor of the Company to hold office until the conclusion of the next general meeting at which Financial Statements are laid before the Company. |
| Res 10 | To authorise the Directors to determine the Auditor's remuneration. |
| Res 11 | THAT the Directors be and they are hereby authorised to amend the Investment Policy. |
| Res 12 | THAT the Directors be and they are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any securities into shares in the Company ("relevant securities") up to an aggregate nominal amount of £1,889,522 (approximately 10% of the aggregate nominal amount of the issued ordinary share capital of the Company (including Treasury shares) as at 9 October 2024) and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with Treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authority to expire at the conclusion of the next Annual General Meeting of the Company or the date 15 months after the passing of this resolution, whichever is the earlier, but so that this 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 as if the authority conferred by this resolution had not expired. All previous unexpired authorities are revoked, but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
Res 13
Res 14
THAT, subject to the passing of Resolution 12, set out above, the Directors be and they are hereby authorised, pursuant to Sections 570-573 of the Act, to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority given by the said Resolution 12 and/or to sell ordinary shares held by the Company as Treasury shares for cash, as if Section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited:
a) to an aggregate nominal amount of £1,889,522 (approximately 10% of the aggregate nominal amount of the issued share capital of the Company (including Treasury shares) as at 9 October 2024); and
b) Treasury shares may only be made pursuant to this authority at a price of not less than the NAV per ordinary share.
and this power shall expire at the conclusion of the next AGM of the Company or the date 15 months after the passing of this resolution, whichever is the earlier, save that this authority shall allow the Company to make offers or agreements before the expiry of this authority, and the Directors may allot equity securities in relation to such an offer or agreement as if the authority conferred by this resolution had not expired.
THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693 of the Act) of ordinary shares of 25 pence each (the "shares") in the capital of the Company provided that:
a) the maximum number of shares hereby authorised to be purchased shall be 10,548,926 shares;
the minimum price which may be paid for a share is 25 pence; ﻣﻄ
c) each share is the higher of:
i) shares as derived from the London Stock Exchange Official List for the five business days preceding the date of purchase; and
ii)
the higher of the price quoted of the last independent trade and
the highest current independent purchase bid on the London Stock Exchange at the time the purchase is carried out;
d) Company or the date 15 months after the passing of this resolution, whichever is the earlier, unless such authority is renewed prior to such time; and
e) the Company may make a contract to purchase shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of shares pursuant to any such contract.
For and on behalf of
Secretary
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