AGM Information • Jan 25, 2024
AGM Information
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The Bankers Investment Trust PLC Notice of 2024 Annual General Meeting
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I invite you to attend this year's Annual General Meeting ('AGM' or 'Meeting'). The AGM will be held at 12 noon on Thursday, 22 February 2024 at the offices of Janus Henderson Investors, 201 Bishopsgate, London EC2M 3AE. For shareholders unable to travel, you will be able to join the Meeting by Zoom, the conferencing software provider. The Meeting will include a presentation by our Fund Manager, Alex Crooke.
Shareholders are strongly encouraged to submit their proxy forms ahead of the proxy-voting deadline at 12 noon on Tuesday, 20 February 2024 to ensure their votes count as the statutory business of the AGM will be conducted on a poll. The Fund Manager will present his review of the year and thoughts on the future during the Meeting, and will be pleased to answer shareholder questions, as will the Board. Proxy votes can be lodged either through postal voting or the CREST system. For further instructions on proxy voting please refer to the notes on pages 5 and 6 of this document.
If you wish to join the AGM by Zoom, please visit www.janushenderson.com/trustslive to register. You will then receive a dedicated invitation to join via webinar. If shareholders would like to submit any questions in advance of the AGM, they are welcome to send these to the corporate secretary at [email protected].
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 noon on Tuesday, 20 February 2024 to be valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions, which will govern the electronic appointment of your proxy.
The Notice of Meeting can be found on pages 1 and 2 of this document. Further details of each of the resolutions to be proposed at the Meeting are set out in the explanatory notes on pages 3 and 4. I also refer you to the Company's Annual Report and Financial Statements for the year ended 31 October 2023 (the 'Annual Report'), which is being sent to shareholders with this document.
The Board considers that the resolutions to be proposed at the AGM are in the best interests of the Company's shareholders as a whole and therefore recommends unanimously to shareholders that they vote in favour of each of the resolutions, as the Directors intend to do in respect of their own beneficial holdings.
Yours faithfully
Chair 17 January 2024
If you are in any doubt as to what action you should take, you should consult your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK, or if not from another appropriately independent financial adviser in your own jurisdiction.
If you have sold, transferred or otherwise disposed of all your shares in The Bankers Investment Trust PLC (the 'Company'), please pass this circular and the accompanying Form of Proxy to the stockbroker, bank or other agent through whom you made the sale, transfer or disposal for transmission to the purchaser or transferee, except that such documents should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and regulations. If you have sold or transferred or otherwise disposed of only part of your holding of shares in the Company, you should retain this circular and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.
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(an investment company within the meaning of Section 833 of the Companies Act 2006, incorporated in England and Wales with registered number 00026351)
Notice is hereby given that the one hundred and thirty sixth Annual General Meeting (the 'AGM') of The Bankers Investment Trust PLC will be held at 201 Bishopsgate, London EC2M 3AE on Thursday, 22 February 2024 at 12 noon for the transaction of the following business:
To consider and, if thought fit, pass the following resolutions:
11 THAT in substitution for all existing authorities the Directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot ordinary shares of 2.5p each in the capital of the Company ('ordinary shares') up to an aggregate nominal amount of £3,052,515 (or such amount being equivalent to 10% of the Company's issued ordinary share capital, excluding treasury shares, at the date of the passing of this resolution) for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the AGM of the Company in 2025, save that the Company may make an offer or agreement which would or might require ordinary shares to be allotted or sold after expiry of this authority and the Directors may allot ordinary shares in pursuance of that offer or agreement as if the authority conferred hereby had not expired.
as a Special Resolution
and shall expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the next AGM of the Company in 2025, save that the Directors may before such expiry make an offer or agreement which would or might require ordinary shares to be allotted or sold from treasury after such expiry and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
continued
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14 THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice, such authority to expire at the conclusion of the AGM in 2025.
By order of the Board
Janus Henderson Secretarial Services UK Limited Corporate Secretary 17 January 2024
Registered Office: 201 Bishopsgate, London EC2M 3AE
The 2024 AGM will be held at 201 Bishopsgate, London EC2M 3AE. It is a few minutes' walk from Liverpool Street Station and from Moorgate Station.

The information set out below is an explanation of the business to be considered at the 2024 Annual General Meeting ('AGM' or 'Meeting').
Resolutions 1 to 11 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 12 to 14 are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.
The Directors are required to lay before the Meeting the Annual Report and audited financial statements in respect of the financial year ended 31 October 2023, including the Strategic Report, Report of the Directors, Independent Auditor's Report and the Directors' Remuneration Report. Shareholders will be given an opportunity at the Meeting to ask questions on these items. At the end of the discussion members will be invited to receive the Annual Report and audited financial statements.
Shareholders are requested to approve the Directors' Remuneration Report which is set out on pages 58 to 60 of the Annual Report. The vote is advisory and does not affect the remuneration payable to any individual Director. However, the Board will take feedback from shareholders regarding remuneration and incorporate this into any future remuneration discussions.
(ordinary resolution)
Shareholders are requested to approve the final dividend of 0.66p per share payable on 29 February 2024 to shareholders on the register on 26 January 2024. The shares will be quoted ex-dividend on 25 January 2024.
Under the terms of the Company's Articles of Association and also the UK Corporate Governance Code, all Directors of FTSE 350 companies are required to retire and seek re-appointment annually.
Resolution 4 relates to the re-appointment of Simon Miller who joined the Board on 1 January 2022. Simon has extensive experience in financial services.
Resolution 5 relates to the re-appointment of Hannah Philp, who joined the Board on 1 November 2022. Hannah has direct and relevant experience within the sector, particularly in the fields of marketing and communication.
Resolution 6 relates to the re-appointment of Charlotte Valeur, who joined the Board on 1 November 2022. Charlotte has more than 40 years of experience in investment and financial markets.
Resolution 7 relates to the re-appointment of Richard West, who joined the Board on 1 April 2020. Richard has a wealth of investment experience.
Resolutions 4 – 7 therefore relate to the re-appointment of Simon Miller, Hannah Philp, Charlotte Valeur and Richard West who have all served as Directors during the past year.
Resolution 8 relates to the appointment of Ankush Nandra, who joined the Board on 1 September 2023. Ankush is a qualified accountant with extensive financial management and accounting experience gained through several roles in industry.
The Board has reviewed the performance and commitment of the Directors standing for re-appointment and appointment and considers that each of the Directors should continue to be Directors as they bring wide, current and relevant business experience that allows them to contribute effectively to the leadership of the Company. Furthermore, the Board is satisfied that, having considered each Director's experience and the nature of, and anticipated demands on his or her time from his or her other business commitments including other investment trusts, each Director is able to commit the time required to fulfil his or her responsibilities as a Director of the Company.
All the Directors are independent for the purpose of the UK Corporate Governance Code.
Biographical details for the Directors are shown on pages 41 to 42 of the Annual Report.
In accordance with Sections 489 and 492 of the Companies Act 2006, shareholders are required to approve the appointment of the Company's Auditor each year. In accordance with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use Of Competitive Tender Processes and Audit Committee Responsibilities) 2014, Audit Committees are authorised to determine the Auditor's remuneration. Ernst & Young LLP have expressed their willingness to continue as Auditor to the Company. Following a satisfactory performance evaluation, the Company is recommending their re-appointment in respect of the year ending 31 October 2024 and seeking authority for the Audit and Risk Assurance Committee to determine their remuneration.
continued
respectively)
On 23 February 2023 the Directors were granted authority to issue or sell from treasury ordinary shares, having a nominal value totaling £3,208,176 and representing 10% of the issued share capital, on a non pre-emptive basis. Since the AGM in February 2023 no new shares were issued under this authority.
Resolution 11 will renew the authority to allot shares or sell out of treasury and Resolution 12 will authorise the Directors to disapply pre-emption rights when issuing shares or selling shares out of treasury. The authorities will allow Directors to issue or sell out of treasury up to 10% of the issued share capital, excluding treasury shares, at the date of the AGM (which at the date of this Notice was 122,100,628 shares having an aggregate nominal value of £3,052,515) on a non pre-emptive basis. The resolutions are set out in full in the Notice on page 1. If renewed, these authorities will expire on the earlier of the date falling 15 months after the passing of the resolutions and the conclusion of the AGM in 2025.
The Directors do not intend to allot or sell shares pursuant to Resolutions 11 and 12 other than to take advantage of opportunities in the market as they arise and will only do so if they believe it to be advantageous to the Company's existing shareholders and when it would not result in any dilution of net asset value per share (i.e. shares will only be issued or sold at a premium to net asset value).
On 23 February 2023 the Directors were granted authority to repurchase up to 14.99% of the issued ordinary share capital, excluding treasury shares, with a nominal value totaling £4,809,056 for cancellation or to be held in treasury. The Directors have bought back 62,264,404 shares with a total nominal value of £1,556,610. Therefore at the date of this Notice of AGM the Directors have remaining authority to repurchase ordinary shares with a nominal value totaling £3,252,446.
Resolution 13 seeks to renew the Company's authority to buy back shares. The authority under this resolution is limited to the purchase of a maximum of 14.99% of the ordinary shares, excluding treasury shares, in issue at the date of the passing of the resolution. The minimum price which may be paid for an ordinary share is 2.5p which is the nominal value of each share. In accordance with the Listing Rules of the Financial Conduct Authority ('FCA'), the maximum price which may be paid for an ordinary share is the higher of:
Both the minimum and maximum price are exclusive of any relevant tax and expenses payable by the Company. The Company may cancel or hold in treasury any shares bought back under this authority.
The Directors believe that, from time to time and subject to market conditions, it will continue to be in the shareholders' interests to buy back the Company's shares when they are trading at a discount to the underlying net asset value per share. The authority being sought provides an additional source of potential demand for the Company's shares.
The Company may utilise the authority to purchase shares by either a single purchase or a series of purchases when market conditions allow, with the aim of maximising the benefit to shareholders. This proposal does not indicate that the Company will purchase shares at any particular time or price, nor imply any opinion on the part of the Directors as to the market or other value of the Company's shares.
This authority will expire at the earlier of the date falling 15 months after the passing of the resolution and the conclusion of the 2025 AGM and it is the present intention of the Directors to seek a similar authority annually.
Changes made to the Companies Act 2006 by the Shareholders' Rights Regulations increased the notice period required for general meetings of the Company to 21 clear days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice.
Before the coming into force of the Shareholders' Rights Regulations on 3 August 2009, the Company was able to call general meetings other than an AGM on 14 clear days' notice without obtaining such shareholder approval. In order to preserve this ability, Resolution 14 seeks such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
Note that the changes to the Companies Act 2006 mean that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
Only members registered in the Register of Members of the Company at 6.30 pm on Tuesday, 20 February 2024 shall be entitled to attend and vote at the AGM in respect of the number of voting rights registered in their name at that time. Changes to entries on the Register of Members after 6.30 pm on Tuesday, 20 February 2024 shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
If the AGM is adjourned for no more than 48 hours after the original time, the same voting record date will also apply for the purpose of determining the entitlement of members to attend, speak and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If the AGM is adjourned for more than 48 hours then the voting record date will be the close of business on the day which is two days (excluding non-working days) before the day of the adjourned meeting or, if the Company gives notice of the adjourned meeting, at any time specified in that notice.
In the case of joint holders of a voting right, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
Members are entitled to attend and vote at the forthcoming AGM or at any adjournment(s) thereof. On a poll each member has one vote for every one share held.
Pursuant to Section 324 of the Companies Act 2006 (the 'Act'), a member entitled to attend and vote at the Meeting may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares held by them. A proxy need not be a member of the Company.
A Form of Proxy is enclosed. The completion of the Form of Proxy or any CREST proxy instruction (as described in note 8 overleaf) will not preclude a shareholder from attending and voting in person at the Meeting.
If the total number of voting rights that the Chair will be able to vote (taking into account any proxy appointments from shareholders over which he is given discretion and any voting rights in respect of his own shares) is such that he will have a notifiable obligation under the Disclosure Guidance and Transparency Rules of the FCA, the Chair will make the necessary notifications to the Company and to the FCA. Therefore, any member holding 3% or more of the voting rights in the Company who grants the Chair a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules need not make a separate notification to the Company and to the FCA. However, any member holding 3% or more of the voting rights in the Company who appoints a person other than the Chair as proxy will need to ensure that both the member and the proxy comply with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.
Section 324 does not apply to persons nominated to receive information rights pursuant to Section 146 of the Act. Persons nominated to receive information rights under Section 146 of the Act have been sent this Notice of Meeting and are hereby informed, in accordance with Section 149(2) of the Act, that they may have the right under an agreement with the registered member by
whom they are nominated to be appointed, or to have someone else appointed, as a proxy for the Meeting. If they have such right or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
The statement of rights of shareholders in relation to the appointment of proxies in this paragraph does not apply to nominated persons.
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 noon on Tuesday, 20 February 2024 to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
On a vote on a show of hands, each proxy has one vote. The Directors believe that in the interests of shareholder democracy it is important that the voting intentions of all members are taken into account, not just those who will be able to attend the AGM. Accordingly, voting on the Resolutions will be by way of a poll rather than a show of hands. The Board considers that a poll is more democratic since it allows the votes of all shareholders to be counted.
Recipients of this document who are the beneficial owners of ordinary shares in the capital of the Company held through a nominee should follow the instructions provided by their nominee or check with their professional adviser if no instructions have been provided.
Shareholders are strongly recommended to complete and return their proxy appointments, appointing the Chair of the Meeting as their proxy.
If a proxy is appointed by more than one member and all such members have instructed the proxy to vote in the same way, the proxy will only be entitled, on a show of hands, to vote 'for' or 'against' as applicable. If a proxy is appointed by more than one member, but such members have given different voting instructions, the proxy may, on a show of hands, vote both 'for' and 'against' in order to reflect the different voting instructions.
On a poll all or any of the voting rights of the member may be exercised by one or more duly appointed proxies. However, where a member appoints more than one proxy, Section 285(4) of the Act does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the member in person.
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Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with Section 323 of the Act provided they do not do so in relation to the same shares. Please send your letters of corporate representation in advance of the AGM to [email protected].
continued
To be valid the enclosed Form of Proxy must be lodged with the Company's Registrars EQ, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA before 6.30 pm on Tuesday, 20 February 2024.
You may appoint a proxy (or proxies) electronically to exercise all or any of your rights to attend, to speak and to vote on your behalf at the meeting through the website of our Registrar, EQ (formerly known as Equiniti) at www.shareview.co.uk. You will need your voting reference numbers (the voting ID, Task ID and shareholder reference number shown on your Form of Proxy). If you have registered for a Shareview portfolio, please log onto your portfolio using your usual user ID and password. Once logged in simply click 'View' on the 'My Investments' page, click on the link to vote then follow the onscreen instructions. Please remember that, to be valid, the appointment of a proxy must be received by the Registrar no later than 6.30 pm on Tuesday, 20 February 2024.
A member may terminate a proxy's authority at any time before the commencement of the Meeting. Termination must be provided in writing and submitted to the Company's Registrar.
In accordance with the Company's Articles of Association, in determining the time for delivery of proxies, no account shall be taken of any part of a day that is not a working day.
Members may not use any electronic address provided either in the Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.
To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the Company's agent (ID number RA19) no later than the deadline specified in Note 6. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Instructions on how to vote through CREST can be found on the website www.euroclear.com.
Any member attending the Meeting has the right to ask questions. Section 319A of the Act requires the Directors to answer any question raised at the AGM which relates to the business of the Meeting, although no answer need be given:
Members satisfying the thresholds in Section 527 of the Act can require the Company to publish a statement on its website setting out any matter relating to:
The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's Auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required to publish on its website.
By attending the Meeting, members and their proxies and representatives are understood by the Company to have agreed to receive any communications relating to the Company's shares made at the Meeting.
A copy of the Notice of the Meeting, including these explanatory notes and other information required by Section 311A of the Act, is included on the Company's website,
www.bankersinvestmenttrust.com.
In normal circumstances, copies of the Directors' letters of appointment may be inspected at the registered office of the Company during normal business hours on any day (Saturdays, Sundays and public holidays excepted) and will be available at the AGM for 15 minutes prior to the commencement of the Meeting until its conclusion. No Director has a contract of service with the Company. Any shareholders wishing to inspect the letters of appointment are requested to contact the corporate secretary at [email protected].
As at 15 January 2024 (being the last practicable date prior to the publication of this Notice) the total number of shares in the Company in issue is 1,315,102,830 including 94,096,550 shares held in treasury. On a poll each member has one vote for every one share held. The total number of voting rights on that date is therefore 1,221,006,280.
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The AGM will be filmed and broadcast online through Zoom conferencing software. By attending in person, you give your consent to any filming and note that you may be included in the online broadcast.
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