City of London Investment Group PLC

AGM Information • Oct 27, 2025

National Storage Mechanism | Additional information

RNS Number : 0056F

City of London Investment Group PLC

27 October 2025

27 October 2025

City of London Investment Group plc

("City of London" or the "Company")

Result of Annual General Meeting

City of London announces that, at the Annual General Meeting ("AGM") of the Company held on 27 October 2025:

Resolutions 1 to 16 as set out in the Notice of AGM dated 15 September 2025 were passed following a poll on each resolution.

Resolutions 1 to 13 were proposed as Ordinary Resolutions and resolutions 14 to 16 were proposed as Special Resolutions.

The table below details votes cast on each resolution.

	Votes For	%	Votes Against	%	Votes Withheld	Total Votes (excluding withheld)	% of Issued Share Capital Voted
Ordinary Resolutions
Resolution 1 : To receive the Directors' Report and accounts	16,011,736	99.89%	18,170	0.11%	13,870	16,029,906	31.63%
Resolution 2 : To approve the Directors' Remuneration Report	15,662,401	97.95%	327,909	2.05%	45,549	15,990,310	31.55%
Resolution 3 : To approve the Directors' Remuneration Policy	15,595,627	97.57%	388,247	2.43%	50,698	15,983,874	31.54%
Resolution 4 : To declare a final dividend of 22p per Ordinary Share of 1p each in the Company ("Ordinary Shares"), payable on 6 November 2025	16,030,290	99.93%	10,460	0.07%	5,194	16,040,750	31.65%
Resolution 5 : To re-elect Rian Dartnell as a Director	15,124,540	94.42%	893,895	5.58%	23,047	16,018,435	31.61%
Resolution 6 : To re-elect Peter Roth as a Director	15,339,624	95.76%	678,811	4.24%	23,047	16,018,435	31.61%
Resolution 7 : To re-elect Sarah Ing as a Director	15,108,952	94.33%	908,978	5.67%	23,451	16,017,930	31.61%
Resolution 8 : To elect Ben Stocks as a Director	15,745,460	98.30%	272,975	1.70%	23,047	16,018,435	31.61%
Resolution 9 : To re-appoint Grant Thornton UK LLP as auditors of the Company	16,001,929	99.79%	33,402	0.21%	9,529	16,035,331	31.64%
Resolution 10 :  To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors	16,003,040	99.80%	31,751	0.20%	9,961	16,034,791	31.64%
Resolution 11: To authorise the Directors to allot shares	15,687,877	97.89%	338,748	2.11%	16,495	16,026,625	31.62%
Resolution 12 : To authorise New Long Term Incentive Plan (LTIP)	15,622,125	97.69%	368,832	2.31%	45,031	15,990,957	31.55%
Resolution 13: To authorise the Employee Benefit Trust to hold Ordinary Shares up to a maximum aggregate of 10% of the issued Ordinary Share capital of the Company	15,975,427	99.67%	52,376	0.33%	15,552	16,027,803	31.63%
Special Resolutions
Resolution 14: Authority to disapply pre-emption rights	15,607,625	97.67%	372,047	2.33%	54,060	15,979,672	31.53%
Resolution 15: Authority to allot equity securities for cash and/or sell ordinary shares held by the Company for cash	15,670,396	97.83%	347,348	2.17%	23,600	16,017,744	31.61%
Resolution 16: To authorise the Company to make market purchases of Ordinary Shares	7,908,724	93.94%	510,315	6.06%	17,166,562	8,419,039	16.61%

Notes: 

1)    Following the completion of the merger with Karpus Management, Inc. on 1 October 2020, the Company has a "Controlling Shareholder Group", which has agreed to limit their voting rights to the lower of: (i) the number of shares held by them; and (ii) 24.99 per cent. of the votes cast on any resolution by all shareholders. The Controlling Shareholder Group cast votes in excess of 24.99 per cent. of the votes cast on the resolutions by all shareholders and, accordingly, the number of votes stated above as being cast "in favour", "against" and those "withheld" have been reduced accordingly.
2)    The total number of Ordinary Shares of 1p each in the Company in issue at close of business on 23 October 2025 and the number used for the percentage of issued share capital voted was 50,679,095.
3)    The percentage of issued share capital voted calculation uses total votes cast (including votes withheld) as adjusted per the Controlling Shareholder Group calculation detailed in point 1, above.
4)    The votes "for" include those giving the Chair of the AGM discretion.
5)    Votes "for" and "against" are expressed as a percentage of the number in the total votes cast column (excluding votes withheld).
6)    The percentages above are rounded to two decimal places.
7)    A vote withheld is not a vote in law and is not counted in the calculation of votes "for" or "against" a resolution.

Resolutions 5, 6, 7 and 8 related to the election and re-election of the Independent Directors. Under the Listing Rules, because the Controlling Shareholder Group together control in concert more than 30 per cent. of the voting rights of the Company (even though they have agreed to limit their voting rights as stated above), the re-election of an Independent Director by shareholders must be approved by a majority of both: (i) the shareholders of the Company; and (ii) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Independent Directors who are not part of the Controlling Shareholder Group). The Company has separately counted the number of votes cast by the independent shareholders in favour of resolutions 5, 6, 7 and 8 and has determined that, in each case, the second threshold referred to in (ii) above has also been met. Notes 4 to 7 above also apply to the following table.

Resolution	Votes For	%	Votes Against	%	Votes Withheld	Total Votes (excluding withheld)
Resolution 5 : To re-elect Rian Dartnell as a Director	8,736,458	90.72%	893,895	9.28%	23,047	9,630,353
Resolution 6 : To re-elect Peter Roth as a Director	8,951,542	92.95%	678,811	7.05%	23,047	9,630,353
Resolution 7 : To re-elect Sarah Ing as a Director	8,720,971	90.56%	908,978	9.44%	23,451	9,629,949
Resolution 8 : To elect Ben Stocks as a Director	9,357,378	97.17%	272,975	2.83%	23,047	9,630,353

In accordance with Listing Rule 6.4.2R, copies of the resolutions comprising special business have been made available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information, please visit http://www.clig.co.uk/ or contact:

Rian Dartnell, Chairman

City of London Investment Group PLC

Tel: 001-203-561-0450

Martin Green, James Hornigold, Louisa Waddell

Zeus Capital Limited

Financial Adviser & Broker

Tel: +44 (0)20 3829 5000

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