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Allianz Technology Trust PLC — Proxy Solicitation & Information Statement 2020
Aug 13, 2020
4747_rns_2020-08-13_64b4341c-03cd-4e26-a852-d33b0ae3e219.pdf
Proxy Solicitation & Information Statement
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your ordinary shares in Allianz Technology Trust PLC, please send this document, together with the accompanying form of proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.
ALLIANZ TECHNOLOGY TRUST PLC
(Incorporated and registered in England and Wales with registered number 03117355)
(Registered as an investment company under section 833 of the Companies Act 2006)
Proposals to (i) renew and increase the Board's authority to issue further Ordinary Shares on a non pre-emptive basis; (ii) grant the Board authority to issue Ordinary Shares in connection with a Placing Programme; and (iii) approve the adoption of new articles of association of the Company
and
Notice of General Meeting
Notice of a general meeting of the Company to be held electronically at 11 a.m. on 4 September 2020 in accordance with the information provided on page 10 of this Circular is set out at the end of this document.
Shareholders are encouraged to vote in favour of the resolutions to be proposed at the General Meeting and, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalves. Given the current situation the Board asks all shareholders to vote in advance of the General Meeting by submitting a form of proxy. This should ensure that your votes are registered in the event that you are unable to access the General Meeting electronically or if there is an unexpected issue with the electronic voting during the General Meeting. To be valid, the form of proxy accompanying this document must be completed and returned, in accordance with the instructions printed on it, so as to be received by the Company's registrars, Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4TU or lodged at www.signalshares.com as soon as possible, but in any event not later than 11 a.m. on 2 September 2020. Appointing a proxy will not prevent shareholders from voting electronically during the General Meeting.
COVID-19
PLEASE NOTE IMPORTANT DETAILS REGARDING ELECTRONIC ATTENDANCE AT THE GENERAL MEETING IS INCLUDED ON PAGES 3 AND 8 OF THIS CIRCULAR
CONTENTS
Page
EXPECTED TIMETABLE... 2
IMPORTANT COVID-19 INFORMATION ... 3
LETTER FROM THE CHAIRMAN ... 4
Introduction ... 4
Share issuance ... 4
Amendments to the Articles ... 5
The General Meeting ... 6
Action to be taken ... 7
Recommendation ... 7
INSTRUCTIONS FOR ELECTRONIC ATTENDANCE AT THE GENERAL MEETING ... 8
NOTICE OF GENERAL MEETING ... 10
EXPECTED TIMETABLE
2020
Latest time and date for receipt of forms of proxy ... 11 a.m. on 2 September
General Meeting ... 11 a.m. on 4 September
Publication of prospectus and Placing Programme opens ... Prior to the AGM to be held in 2021, subject to market conditions
Placing Programme closes ... 12 months from the publication date of the prospectus
IMPORTANT COVID-19 INFORMATION
The Board continues to monitor the ongoing COVID-19 restrictions. As at the date of this letter there are still significant restrictions on attendance at public gatherings and the UK Government advice is to stay at home as much as possible and limit contact with other people. In the light of these circumstances, and in accordance with procedures for the Company's annual general meeting this year, the Board has decided that shareholders will not be permitted to physically attend the General Meeting on health and safety grounds.
Although the articles of association do not currently include provisions for the Company to hold a virtual meeting, the UK Government's Corporate Insolvency and Governance Act 2020 provides that a virtual meeting can take place until 30 September 2020 even if a company's articles of association specifically require a physical meeting.
On this basis the Directors have put in place arrangements for shareholders to attend the General Meeting electronically, ask questions and vote in real time during the General Meeting, by using their computer, tablet or smartphone. The Board and the Company's investment manager will ensure that a quorum of two shareholders are present at the virtual General Meeting to allow it to take place and for the proxy votes to be exercised and the Board encourages all shareholders to attend the General Meeting electronically. For the avoidance of doubt there will be no physical General Meeting.
Further information on how to join the meeting electronically can be found on page 8 of this document and in a separate guide that can be found on the Company's website, www.allianztechnologytrust.com.
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LETTER FROM THE CHAIRMAN
ALLIANZ TECHNOLOGY TRUST PLC
(Incorporated and registered in England and Wales with registered number 03117355)
(Registered as an investment company under section 833 of the Companies Act 2006)
Directors
Robert Jeens (Chairman)
Neeta Patel
Elisabeth Scott
Humphrey van der Klugt
Registered Office
199 Bishopsgate
London
EC2M 3TY
11 August 2020
Dear Shareholder,
Proposals to (i) renew and increase the Board's authority to issue further Ordinary Shares on a non pre-emptive basis; (ii) grant the Board authority to issue Ordinary Shares in connection with a Placing Programme; and (iii) approve the adoption of new articles of association of the Company
Introduction
The purpose of this document (the "Circular") is to set out details of the share issuance proposals and the amendments to the Company's existing articles of association and to convene a general meeting of the Company (the "General Meeting"). Notice of the General Meeting to be held electronically at 11 a.m. on 4 September 2020 in accordance with the information provided on page 10, which is included at the back of this Circular.
Share issuance
Since the Company's last annual general meeting held on 19 May 2020 (the "2020 AGM") the ordinary shares of 25 pence each (the "Ordinary Shares") have traded at an average premium to the net asset value per Ordinary Share (the "NAV") of 1.04 per cent., which is a result of ongoing demand for the Ordinary Shares from investors. In order to satisfy this demand, the Company has issued over 2.7 million Ordinary Shares at a premium to the prevailing NAV at the time of issue, raising over £60.4 million of new capital. As a result, the Director's authority to allot and issue Ordinary Shares on a non-pre-emptive basis granted by shareholders at the 2020 AGM has been substantially utilised.
The Board has seen increased demand for the Company's Ordinary Shares from a wide range of investors, including an increasing number of retail investors. The Board is pleased with the strong progress that the Company has made over recent years and is delighted with the support shown by existing and new investors.
The Board and Allianz Global Investors GmbH, UK Branch (the "Investment Manager") believe that there are strong growth opportunities in the Company's investment universe. In addition, the Board believes that it is in the best interests of Shareholders that the Company continues to issue new Ordinary Shares for the following reasons.
- The size of the Company's asset base may be increased, potentially spreading its costs over a larger capital base thereby reducing the ongoing charges ratio.
- It will make the Ordinary Shares more accessible to a wider range of investors which may lead to increased liquidity in the Ordinary Shares in the secondary market.
- It will enable the Company to maintain its share issuance programme and assist in managing the premium to NAV at which the Ordinary Shares may trade.
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The Board therefore wishes to put forward proposals to shareholders that will enable the Company to continue issuing Ordinary Shares to meet the on-going demand (the "Proposals"). The Proposals comprise renewing the Board's general authority to issue shares on an ongoing basis, up to an additional 10 per cent. of the Company's issued share capital (the "Additional Authority"), together with seeking authority to issue up to 20 million shares in relation to a placing programme which, if approved, would also require the publication of a prospectus in due course (the "Placing Programme").
The Additional Authority
In the light of the continuing demand for the Ordinary Shares and having regard to the benefits, the Board is seeking further authority from its shareholders to allot new Ordinary Shares and disapply pre-emption rights in relation to the issue of up to 4,020,216 Ordinary Shares (being equivalent to approximately 10 per cent. of the issued share capital as at 7 August 2020) or, if different, the number representing 10 per cent. of the issued share capital of the Company (excluding treasury shares) as at the date of the General Meeting. The Additional Authority will allow the Company to continue to issue Ordinary Shares while the prospectus in relation to the Placing Programme is being prepared.
The Placing Programme
The Prospectus Regulation Rules provide that the Company must publish a prospectus if it wishes to issue shares representing 20 per cent. or more of its issued share capital in any twelve month period. The Board believes that if the current rate of issuance of Ordinary Shares continues, the 20 per cent. threshold set by the Prospectus Regulation Rules will become relevant to the Company in the coming months and in that event the Company will only be able to continue to issue Ordinary Shares to manage the premium to NAV at which the Ordinary Shares trade if a prospectus is published.
The prospectus, if published, would be in force for a period of 12 months and therefore the number of Ordinary Shares to be available for issue under the proposed Placing Programme is being set at a level which the Board expects will be sufficient for the duration of this period. Accordingly, the Board is seeking shareholder approval at the General Meeting to allot and issue up to 20 million Ordinary Shares under the Placing Programme (the "Placing Programme Shares") on a non pre-emptive basis.
The implementation of the Placing Programme will be conditional upon the approval of resolutions 2 and 4 to be put forward at the General Meeting and the publication of a prospectus. Subject to resolutions 2 and 4 being approved, the Directors will proceed with the preparation and publication of such prospectus on a timely basis taking into consideration perceived market conditions.
If the Proposals are approved by shareholders, the Board will only use the authorities granted to issue Ordinary Shares: (i) at a premium to the prevailing NAV; (ii) to meet demand from investors; and (iii) when the Board believes that it is in the best interests of the Company and its existing shareholders to do so. As Ordinary Shares will only be issued under the Proposals at a premium to the prevailing NAV at the time of issue, the value of the underlying assets attributable to the Ordinary Shares will not be diluted as a result of the Proposals. For the avoidance of doubt, any authorities granted in relation to resolutions 2 and 4 will only be used to issue Ordinary Shares under the Placing Programme.
Amendments to the Articles
The Board also wishes to amend the articles of association to allow for hybrid meetings and in exceptional circumstances virtual meetings (the "Amendments to the Articles"). The Amendments to the Articles are being sought in response to challenges posed as a result of the COVID-19 pandemic, which have significantly restricted attendance of shareholders at physical general meetings.
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The UK Government's Corporate Insolvency and Governance Act 2020 provides that virtual meetings can take place until 30 September 2020 (the "Relevant Period") even if a company's articles of association specifically require a physical meeting. The Directors would like the Company to have flexibility to use this format for meetings going forward beyond the Relevant Period.
Resolution 5, which will be proposed as a special resolution, seeks shareholder approval to adopt revised articles of association (the "New Articles") in order to update the Company's current articles of association (the "Existing Articles") to enable the Company to hold virtual only, hybrid or physical general meetings in the future.
The New Articles permit the Company to hold general meetings (including annual general meetings) where shareholders are not required to attend in person but may attend and participate virtually. A meeting can be wholly virtual if attendees participate only by way of electronic means or a meeting may be "hybrid", where some attendees are based in a single physical location and others attend electronically. Certain consequential changes to facilitate this amendment have been made throughout the New Articles.
The Board is committed to ensuring that, under normal circumstances, general meetings (including annual general meetings) will incorporate a physical meeting where shareholders can meet with the Board, face to face. The Company intends to undertake a broader review of its articles of association in advance of the 2021 AGM.
The New Articles, showing all of the changes to the Existing Articles, are available for inspection on the Company's website, www.allianztechnologytrust.com and at the offices of Allianz Global Investors GmbH, UK, Branch, 199 Bishopsgate, London EC2M 3TY between the hours of 9.00 a.m. and 5.00 p.m. from the date of the Notice of the General Meeting until the close of the General Meeting.
The General Meeting
The Proposals and the Amendments to the Articles are conditional on the approval of shareholders. You will find set out at the end of this document a notice convening the General Meeting at which shareholders will be asked to consider and, if thought fit, approve the Proposals and the Amendments to the Articles. The General Meeting is to be held electronically at 11 a.m. on 4 September 2020 in accordance with the information provided on page 10 of this Circular. There will be no physical General Meeting.
Resolutions 1 and 2 will be proposed at the General Meeting as ordinary resolutions and resolutions 3, 4 and 5 will be proposed as special resolutions. Resolutions 1 and 3 will, if passed, enable the Directors to allot and issue new Ordinary Shares, in addition to their existing authority, and resell shares held in treasury for cash (without first offering such Ordinary Shares to existing shareholders pro rata to their existing shareholdings) up to an aggregate nominal amount of £1,005,054 (being 4,020,216 Ordinary Shares) which equates to approximately 10 per cent. of the total Ordinary Share capital of the Company in issue as at 7 August 2020 (the latest practicable date prior to the publication of this document) or, if different, the number representing 10 per cent. of the total Ordinary Share capital of the Company on the date of the General Meeting.
Resolutions 2 and 4 will, if passed, enable the Directors to allot and issue further new Ordinary Shares and resell Ordinary Shares held in treasury for cash in accordance with the proposed Placing Programme (without first offering such Ordinary Shares to existing shareholders pro rata to their existing shareholders) up to an aggregate nominal amount of £5,000,000 (being 20 million Ordinary Shares) which equates to a further 49.75 per cent. of the total Ordinary Share capital of the Company as at 7 August 2020.
Resolution 5, if passed, will amend the articles of association to adopt the New Articles which include provisions for virtual only, hybrid and physical meetings of the Company to be held.
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The Board has resolved that the votes at the General Meeting will be conducted on a poll, not on a show of hands. In accordance with the Company's articles of association, all shareholders entitled to attend and vote by proxy at the General Meeting shall upon a poll have one vote in respect of every Ordinary Share held.
The Board asks all shareholders to vote in advance of the General Meeting by submitting a form of proxy by 11 a.m. on 2 September 2020. This should ensure that your votes are registered in the event that you are unable to access the General Meeting electronically or if there is an unexpected issue with the electronic voting during the General Meeting.
Action to be taken
Shareholders will find enclosed a form of proxy for use in connection with the General Meeting. Whether or not shareholders propose to attend the General Meeting electronically, they are requested to complete, sign and return the form of proxy as soon as possible, in accordance with the instructions printed on it.
When completing the form of proxy, the Board urges all shareholders to appoint the Chairman of the General Meeting as their proxy, as a third party proxy holder may not be able to be given access to the electronic General Meeting. The Chairman of the General Meeting will vote in accordance with the instructions provided in the form of proxy. If the Chairman is given discretion as to how to vote, he will vote in favour of each of the resolutions to be proposed at the General Meeting. Appointing a proxy will not prevent shareholders from voting electronically during the General Meeting. If you intend to appoint a third party proxy holder, please contact the Company's registrar as set out on page 9 under the heading "Duly appointed proxies and corporate representatives".
To be valid, the enclosed form of proxy must be lodged with the Company's registrars, Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4TU or lodged at www.signalshares.com as soon as possible and, in any event, so as to arrive by not later than 11 a.m. on 2 September 2020.
Recommendation
The Directors consider the passing of the resolutions to be in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of the resolutions.
The Directors intend to vote in favour of the resolutions in respect of their own beneficial holdings of Ordinary Shares (amounting to 18,743 Ordinary Shares, representing approximately 0.05 per cent. of the issued share capital of the Company as at the date of this document).
Yours faithfully
Robert Jeens
Chairman
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INSTRUCTIONS FOR ELECTRONIC ATTENDANCE AT THE GENERAL MEETING
For the General Meeting, shareholders can attend and participate in the meeting electronically, should they wish to do so. This can be done by either downloading the dedicated Lumi App (the "GM App") or by accessing the Lumi website (the "GM Website"), https://web.lumiagm.com/.
Downloading the GM App
To access the General Meeting you will need to download the latest version of the dedicated GM App, called "Lumi AGM", onto your electronic device from the Google Play Store™ or the Apple® App Store. We recommend that you do this in advance of the General Meeting date. Please note that the GM App is not compatible with older devices operating Android 4.4 (and below) or iOS 9 (and below).
Accessing the GM Website
The GM Website can also be accessed online using most well-known internet browsers such as Internet Explorer (not compatible with versions 10 and below), Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to access the General Meeting using this method, please go to https://web.lumiagm.com/ on the day.
Logging in
On accessing either the GM App or GM Website, you will be asked to enter a Meeting ID which is 187-778-971. You will then be prompted to enter a log in ID and PIN. These can be found on your Form of Proxy or email if you are registered for email communications. Access to the meeting via the GM App or GM Website will be available from 10.30 a.m. on 4 September 2020; however, please note that your ability to vote will not be enabled until the Chairman formally opens the meeting at 11.00 a.m.
Webcast
The General Meeting will also be broadcast in audio format with presentation slides. Once logged in, and at the commencement of the General Meeting, you will be able to listen to the proceedings of the General Meeting on your device, as well as being able to see slides which will include the resolutions to be put forward at the General Meeting.
Voting
Once the Chairman has formally opened the General Meeting, he will explain the voting procedure. Voting will be enabled on all resolutions at the start of the formal meeting on the Chairman's instructions. This means that shareholders may, at any time while the poll is open, vote electronically on any or all of the resolutions in the Notice of General Meeting. Resolutions will not be put forward separately.
Once the resolutions have been proposed, the list of resolutions will appear along with the voting options available. Select the option that corresponds with how you wish to vote, "For", "Against" or "Withheld". Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. There is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice. If you wish to cancel your vote, select the "Cancel" button and no vote will be recorded for you. You will be able to do this at any time while the poll remains open and before the Chairman announces its closure at the end of the General Meeting.
Questions
Shareholders attending electronically may ask questions via the GM App or GM Website by typing and submitting their question in writing. Select the messaging icon from within the navigation bar and type your question at the bottom of the screen. Once finished, press the 'send' icon to the right of
the message box then submit your question. The Chairman of the General Meeting will select the questions to put before the General Meeting and may combine questions where there is a common theme. The Chairman will read the question aloud before providing an answer.
Internet connection
The Company will be unable to provide any assistance to shareholders who may have difficulty maintaining their internet connection throughout the meeting.
Duly appointed proxies and corporate representatives
Please contact the Company's registrar, Link Asset Services, before 5.30 p.m. on 2 September 2020 on 0371 277 1020 for your unique Login ID and PIN.
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10
ALLIANZ TECHNOLOGY TRUST PLC
(Incorporated and registered in England and Wales with registered number 03117355)
(Registered as an investment company under section 833 of the Companies Act 2006)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a general meeting of Allianz Technology Trust PLC (the "Company") will be held electronically at 11 a.m. on 4 September 2020 in accordance with the information provided on page 8 of the circular published by the Company on 11 August 2020, to consider and, if thought fit, pass resolutions 1 and 2 set out below, which will be proposed as ordinary resolutions and resolutions 3, 4 and 5 set out below, which will be proposed as special resolutions:
ORDINARY RESOLUTIONS
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THAT, in addition to all existing authority, the directors of the Company be generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the "Act"), to exercise all powers of the Company to allot relevant securities (within the meaning of section 551 of the Act) up to a maximum aggregate nominal value of £1,005,054 equivalent to 4,020,216 ordinary shares of 25 pence each or, if different, the number representing 10 per cent. of the issued ordinary share capital (excluding treasury shares) of the Company at the date of the passing of this resolution, provided that such authority shall expire at the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution, unless previously revoked, varied or renewed by the Company in general meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority, an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Board may allot relevant securities pursuant to such offer or agreement as if the authority conferred hereby had not expired.
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THAT, in addition to the authority referred to in resolution 1 above, the directors of the Company be generally and unconditionally authorised, pursuant to section 551 of the Act, to exercise all powers of the Company to allot relevant securities (within the meaning of section 551 of the Act) up to an aggregate nominal value of £5,000,000 (being 20 million ordinary shares of 25 pence each) which equated to approximately 49.75 per cent. of the issued ordinary share capital of the Company as at 7 August 2020, in connection with the Placing Programme (as defined in the circular to shareholders of the Company dated 11 August 2020), provided that such authority will expire on the first anniversary of the publication date of the prospectus issued in relation to the Placing Programme or, if earlier 30 June 2022, unless previously revoked, varied or renewed by the Company in general meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority, an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Board may allot relevant securities pursuant to such offer or agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTIONS
- THAT subject to the passing of resolution 1 above and, in addition to all existing authority, the directors of the Company be and are hereby generally empowered, pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) pursuant to any authority for the time being in force under section 551 of the Act and to sell shares held by the Company in treasury, wholly for cash, as if section 561(1) of the Act did not apply to any such allotment, provided that this power:
(i) shall be limited to the allotment of equity securities and the sale of treasury shares for cash up to an aggregate nominal value of £1,005,054 equivalent to 4,020,216 ordinary shares of 25 pence each, or, if different, the number representing 10 per cent. of the issued ordinary share capital (excluding treasury shares) of the Company at the date of the passing of this resolution; and
(ii) will expire on the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution, save that the Company may before such expiry 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.
- THAT, subject to the passing of resolution 2 above and in addition to the granted authorities under resolution 3, the directors of the Company be and are hereby generally empowered, pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) pursuant to any authority for the time being in force under section 551 of the Act and to sell shares held by the Company in treasury, wholly for cash, as if section 561 (1) of the Act did not apply to any such allotment or sale, provided that this power:
(i) shall be limited to the allotment of equity securities and the sale of treasury shares for cash up to an aggregate nominal value of £5,000,000 (being 20 million ordinary shares of 25 pence each) which equated to approximately 49.75 per cent. of the issued ordinary share capital of the Company as at 7 August 2020;
(ii) shall be limited to the allotment of equity securities and the sale of treasury shares for cash under the Placing Programme (as defined in the circular to shareholders of the Company dated 11 August 2020); and
(iii) expires on the first anniversary of the publication date of the prospectus published in relation to the Placing Programme or, if earlier, 30 June 2022.
- THAT the Articles of Association shown to the general meeting and initialled by the Chairman for the purposes of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.
By order of the Board
Eleanor Emuss
Company Secretary
Registered office
199 Bishopsgate
London
EC2M 3TY
11 August 2020
Notes:
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As a shareholder you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, ask questions and vote at the General Meeting. A proxy need not be a member of the Company but must attend the General Meeting to represent you. Shareholders are strongly advised to appoint the chairman of the General Meeting as their proxy, as a third party proxy holder may not be able to be given access to the electronic meeting. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares. You can only appoint a proxy using the procedure set out in these notes and the notes to the proxy form.
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A proxy must vote in accordance with any instructions given by the shareholder by whom the proxy is appointed. If a shareholder appoints the chairman of the General Meeting as their proxy and gives the chairman discretion as to how to vote, the chairman will vote in favour of each of the resolutions to be proposed at the General Meeting.
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CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to the website www.euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
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In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrar (ID 3RA50) no later than 48 hours (excluding non-working days) before the time of the meeting or any adjournment. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company's registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
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CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
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The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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The return of a completed form of proxy or other instrument of proxy will not prevent you attending the General Meeting electronically and voting on the resolutions to be proposed at the General Meeting.
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To have the right to attend, speak and vote electronically at the General Meeting (and also for the purposes of calculating how many votes a member may cast on each poll) shareholders must be registered in the Register of Members of the Company no later than close of business on the day which is two days (excluding non-working days) before the day of the General Meeting or any adjourned meeting. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
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If the General Meeting is adjourned to a time not more than 48 hours after the record date applicable to the original General Meeting, that time will also apply for the purpose of determining the entitlement of Shareholders to attend and vote (and for the purposes of determining the number of votes that they may cast) at the adjourned General Meeting. If, however, the General Meeting is adjourned for a longer period then, to be so entitled, Shareholders must be entered on the Company's Register of Members at the time which is 48 hours before the time fixed for the adjourned General Meeting or, if the Company gives new notice of the adjourned General Meeting, at the record date specified in that notice.
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The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who has been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 (nominated persons). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
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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 Companies Act 2006. Pursuant to the Companies (Shareholders' Rights) Regulations 2009 (SI 2009/1632), multiple corporate representatives appointed by the same corporate shareholder can vote in different ways provided that they are voting in respect of different shares.
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Any person holding 3 per cent. or more of the total voting rights of the Company who appoints a person other than the Chairman of the meeting as his proxy will need to ensure that both he and his proxy comply with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.
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A quorum consisting of two or more shareholders present by electronic in person or by proxy is required for the General Meeting. If, within half an hour after the time appointed for the General Meeting, a quorum is not present the General Meeting shall be adjourned for seven days at the same time and electronic platform or to such other day and at such other time and electronic platform or venue as the Board may determine and no notice of adjournment need be given at any such adjourned meeting. Those shareholders present in person or by proxy shall constitute the quorum at any such adjourned meeting.
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A copy of the current articles of association of the Company and the proposed new articles of association of the Company will be available for inspection on the Company's website, www.allianztechnologytrust.com and at the offices of Allianz Global Investors GmbH, UK Branch, 199 Bishopsgate, London EC2M 3TY between the hours of 9.00am and 5.00pm (Saturdays, Sundays and public holidays excepted) from the date of the Notice of General Meeting until the close of the General Meeting.
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As at 7 August 2020 (being the last business day prior to the publication of this notice) the Company's issued share capital consisted of 40,202,168 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 7 August 2020 were 40,202,168 votes.
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Further information regarding the meeting which the Company is required by Section 311A of the Companies Act 2006 to publish on a website in advance of the meeting (including this Notice), can be accessed at www.allianztechnologytrust.com.
Linkway Financial Printers
Typeset & Printed in London (UK) 17226