The Investment Company PLC

AGM Information • Nov 4, 2020

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author: Lemuel Appiah
date: 2020-11-04 11:35:00+00:00

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NOTICE OF GENERAL MEETING

THE INVESTMENT COMPANY PLC

(Incorporated and registered in England and Wales under no. 4205)

NOTICE IS HEREBY GIVEN that a general meeting of The Investment Company PLC (the “Company”) will be held at Birchin Court, 20 Birchin Lane, London EC3V 9DU on 4 November 2020 at 11.15 a.m. or immediately after the conclusion or adjournment of the annual general meeting of the Company to be held on the same day, to consider and, if thought fit, approve the following resolutions, of which resolution 1 will be proposed as an ordinary resolution and resolution 2 will be proposed as a special resolution:

ORDINARY RESOLUTION

THAT the proposed investment objective and policy set out in the circular to Shareholders dated 7 October 2020 of which this notice forms part be adopted as the investment objective and policy of the Company to the exclusion of the existing investment objective and policy of the Company.

SPECIAL RESOLUTION

1. THAT, conditional on the passing of resolution 1 above, the articles of association of the Company be amended by:

the deletion of Article 40.1 and the insertion of the following replacement Article 40.1:

“Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Board. However, the aggregate of all fees payable to the Directors (other than amounts payable under any other provision of these Articles) must not exceed £250,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company. Any fees payable under this Article shall be distinct from any salary, remuneration or other amounts payable to a Director under any other provisions of these Articles.”; and

the deletion of Article 83 and the insertion of the following replacement Article 83:

“At the annual general meeting of the Company to be held in 2025, the Directors shall propose an ordinary resolution that the Company continue in existence as a closed-ended investment company (the “Continuation Resolution”). If passed, a similar ordinary resolution will be proposed at every fifth annual general meeting thereafter. In the event that a Continuation Resolution is not passed, the Directors shall formulate proposals to be put to Ordinary Shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up with the aim of enabling Ordinary Shareholders to realise their holdings in the Company as soon as is practicable but, in any event, within six months of the Continuation Resolution not being passed.”

By order of the Board 7 October 2020

	Registered Office:
Maitland Administration Services Limited Company Secretary	Hamilton Centre
Rodney Way
Chelmsford
CM1 3BY
United Kingdom