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INVESCO SELECT TRUST PLC — Proxy Solicitation & Information Statement 2025
Jul 29, 2025
4860_rns_2025-07-29_6984470a-d684-41f3-9820-b56ad6b69581.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 financial adviser.
If you have sold, transferred or otherwise disposed of all your shares in Invesco Global Equity Income Trust plc (the Company) (Shares), please pass this document 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, transferred or otherwise disposed of only part of your holding of Shares, you should retain this document and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.
The distribution of this document, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
INVESCO GLOBAL EQUITY INCOME TRUST PLC
(Incorporated and registered in England & Wales with registered number 05916642) (Registered as an investment company under section 833 of the Companies Act 2006)
Notice of a General Meeting to renew the Directors' authority to issue further Shares on a non pre-emptive basis
Notice of the general meeting of the Company to be held on 14 August 2025 at 11 a.m. (the General Meeting) at the offices of Invesco Asset Management, 60 London Wall, London, EC2M 5TQ is set out at the end of this document. Shareholders of the Company (Shareholders) are requested to return the form of proxy accompanying this document for use at the General Meeting (the Form of Proxy).
Shareholders are strongly encouraged to vote in favour of the resolution set out in the notice by using the enclosed Form of Proxy or by voting online. Those who do not hold their Shares directly (including those who have invested through investor platforms) are encouraged to instruct their nominee to vote on their behalf in good time to ensure that their votes, which are important to the Company, are received and taken into account. Please note that investor platforms may have specific instructions on how to vote and earlier deadlines than the time and date for receipt of forms of proxy set out below.
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 registrar, MUFG Corporate Markets, at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL or lodged at https://uk.investorcentre.mpms.mufg.com as soon as possible, but in any event by not later than 11 a.m. on 12 August 2025.
If you hold your Shares in uncertificated form (i.e. in CREST) you may appoint a proxy for the General Meeting by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual issued by Euroclear UK & International Limited so that it is received by the registrar (under CREST Participation ID RA10) by the latest time for receipt of proxy appointments specified in the notice of General Meeting. For this purpose, the time of the receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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.
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CONTENTS
| Page | |
|---|---|
| EXPECTED TIMETABLE | 2 |
| LETTER FROM THE CHAIR | 3 |
| NOTICE OF GENERAL MEETING | 6 |
| EXPECTED TIMETABLE | |
| 2025 |
Latest time and date for receipt of Form of Proxy 11 a.m. on 12 August General Meeting 11 a.m.on 14 August
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LETTER FROM THE CHAIR
INVESCO GLOBAL EQUITY INCOME TRUST PLC
(Incorporated and registered in England & Wales with registered number 05916642) (Registered as an investment company under section 833 of the Companies Act 2006)
Timothy Woodhead RG9 1HH
Directors Registered office Sue Inglis (Chair) Perpetual Park Craig Cleland Perpetual Park Drive Mark Dampier Henley On Thames Helen Galbraith Oxfordshire
29 July 2025
Dear Shareholder
Notice of General Meeting
Introduction
We are writing to you to seek your approval for a proposal to meet the continuing demand for the Company's ordinary shares of 1 pence each.
The purpose of this document is to convene a general meeting at which the requisite Share issuance authorities will be sought. The General Meeting will be held at 11 a.m. on 14 August 2025 at the offices of Invesco Asset Management at 60 London Wall, London, EC2M 5TQ.
Background
At the last annual general meeting of the Company on 21 November 2024 (the 2024 AGM), and at preceding annual general meetings, the Directors were granted certain authorities to issue Shares without first offering them to all existing Shareholders, pro rata to their holdings. This is known as disapplying pre-emption rights. References in this document to issuing Shares includes selling Shares from treasury as well as issuing new Shares.
Specifically, the Directors were granted the authority to disapply the pre-emption rights on the issue of up to approximately 6.3 million Shares for cash, which represented approximately 10 per cent. of the Company's issued share capital (excluding treasury Shares) at the time of the 2024 AGM. This authority was granted for the period until the annual general meeting to be held in 2025 (the 2025 AGM) unless previously renewed, revoked or varied.
The Directors are pleased to report that following an improvement in the market sentiment towards the Company, and due to strong performance relative to its benchmark index and peers over the last year, three years and five years, the Shares have consistently traded at a premium to their net asset value (NAV) since April 2025. This indicates that demand for the Shares in the market exceeds supply. In order to satisfy this demand, the Company has been issuing Shares regularly and has issued 4,570,000 Shares since the 2024 AGM which is approximately 72.58 per cent. of the authority granted at the 2024 AGM.
The relevant Shares have been issued at prices exceeding NAV, and this enhances the NAV per Share.
Reasons for requiring the early renewal of the Share issuance authority
As at 25 July 2025 (the Latest Practicable Date prior to the publication of this document) the Company had the capacity to issue only a further 1,726,900 Shares on a non pre-emptive basis. The Directors believe that this remaining capacity under the existing Share issuance authority will prove insufficient to allow them to satisfy demand for Shares during the period up to the 2025 AGM which is expected to take place in late October, if the demand continues at the rate which has been seen in recent months. The Directors are therefore seeking new authorities to exercise the Company's
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power to issue Shares on a non pre-emptive basis to continue to satisfy any such demand. These authorities will be valid until the conclusion of the 2025 AGM.
The Board is seeking approval to allow the Company to issue Shares representing up to 20 per cent. of its current issued share capital (excluding treasury Shares) without rights of pre-emption. There are two resolutions being proposed, with each resolution being for up to 10 per cent. and, therefore, for an aggregate of up to 20 per cent. This approach follows best practice and allows any Shareholder who may not wish to give approval to an aggregate limit higher than that recommended by corporate governance guidelines the ability to approve the first resolution for up to 10 per cent. and to also consider the second resolution separately for a further 10 per cent.
The Company is permitted, by an annual resolution granted by Shareholders at its 2024 AGM, to hold meetings on 14 days' notice. The flexibility to hold meetings on 14 days' notice is only intended to be used where the Board believes that it is in the interests of Shareholders as a whole. The Board believes that it is important to give Shareholders the opportunity to vote on the proposal as soon as possible to allow the Company to continue to issue Shares. Given that, and the benefits of the proposal (as set out below), the Board believes that it is preferable to hold the meeting on 14 days' notice. As required, where meetings are being held on 14 days' notice, the Company is also offering shareholders the ability to vote by electronic means. Holding a general meeting on 14 days' notice is not an approach the Board would propose adopting as standard and are only proposing to use it in these bespoke circumstances.
Benefits of the proposal
In the light of the sustained premium at which the Shares have traded and continuing demand and having regard to the benefits of enlarging the Company, the Directors believe that the ability of the Company to continue to issue Shares is in the best interests of the Company and its Shareholders. The costs of seeking the fresh authorities are minimal and are expected to be well covered by ongoing issuance of Shares at a premium (after costs) to the estimated NAV per Share at the time the issue is agreed.
The Directors believe that the proposed Share issuance authorities:
- will enable the Company to continue to issue Shares and assist in managing the premium to NAV at which the Shares trade; and
- will prevent the build-up of excessive demand for Shares, thereby reducing the risk of increased volatility in the premium at which the Shares trade relative to their NAV.
The Directors also believe that growing the size of the Company by issuing Shares:
- should improve the liquidity in the Company's Shares;
- should result in the Company appealing to a broader range of investors, in particular those for whom the size of a company and the liquidity in its shares are important considerations in their investment decisions;
- increases the NAV per Share; and
- increases the base over which the Company's costs are spread thereby reducing the Company's ongoing charges as a percentage of its NAV.
If the proposed authorities are granted by Shareholders, the Directors will only use them to disapply pre-emption rights and issue Shares:
- at a premium to NAV (after costs) to the estimated NAV per Share at the time the issue is agreed;
- to meet demand from investors; and
- when the Directors believe that it is the best interests of the Company and its Shareholders to do so.
The proceeds of share issuance will be invested in line with the Company's investment policy.
The General Meeting
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 Resolutions. The General
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Meeting is to be held at 11 a.m. on 14 August 2025 at the offices of Invesco Asset Management at 60 London Wall, London, EC2M 5TQ.
At the General Meeting, Shareholders will be asked to consider and, if thought fit, approve resolutions 1 and 2 as they are set out in the notice (together the Resolutions) which are required to permit the further issue of new Shares on a non pre-emptive basis.
Resolution 1, which is being proposed as a special resolution (requiring at least 75 per cent of the votes in favour to pass), will, if passed, enable the Directors to disapply pre-emption rights in respect of the allotment of Shares (or sale of Shares from treasury) with an aggregate nominal value of £66,284 (being 6,628,400 Shares), which represents approximately 10 per cent. of the issued share capital of the Company (excluding treasury Shares) as at the Latest Practicable Date.
Resolution 2, which is also a special resolution, and which is conditional on the passing of Resolution 1, will enable the Directors, only once the authority granted under Resolution 1 is exhausted, to disapply pre-emption rights in respect of the allotment of Shares (or sale of Shares from treasury) with an aggregate nominal value of £66,284 (being 6,628,400 Shares), which represents approximately 10 per cent. of the issued share capital of the Company as at the Latest Practicable Date.
All Shareholders are entitled to attend and vote at the General Meeting. The votes shall be held on a poll. In accordance with the Company's articles of association, all Shareholders entitled to vote and be present in person or by proxy at the General Meeting upon a poll shall have one vote in respect of every Share held.
Action to be taken
Shareholders will find enclosed a Form of Proxy for use in relation to the General Meeting.
To be valid for use at the General Meeting, the Form of Proxy accompanying this document must be completed and returned, in accordance with the instructions printed on it, and returned to the registrar, MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL or lodged at https://uk.investorcentre.mpms.mufg.com/ as soon as possible, but in any event by not later than 11 a.m. on 12 August 2025.
If you hold your Shares in uncertificated form (i.e. in CREST) you may appoint a proxy for the General Meeting by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual. 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.
Shareholders who would like to vote at the General Meeting and hold their Shares via an investor platform or share plan provider (for example Hargreaves Lansdown, Interactive Investor or AJ Bell) should contact their platform or share plan provider directly in order to cast their vote. Please note that their voting deadlines are likely to be earlier than the proxy deadline. In addition, further details of how to vote if you hold your Shares via a platform or share plan provider are available at https://www.theaic.co.uk/shareholder-voting-consumer-platforms.
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 Shares, amounting to 152,461 Shares (representing approximately 0.23 per cent of the issued share capital of the Company (excluding treasury Shares) as at the Latest Practicable Date.
Sue Inglis
Chair
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NOTICE OF GENERAL MEETING
INVESCO GLOBAL EQUITY INCOME TRUST PLC
(Incorporated and registered in England & Wales with registered number 05916642) (Registered as an investment company under section 833 of the Companies Act 2006)
NOTICE IS HEREBY GIVEN that a general meeting of Invesco Global Equity Income Trust plc (the Company) will be held at 11 a.m. on 14 August 2025 at the offices of Invesco Asset Management at 60 London Wall, London, EC2M 5TQ to consider and, if thought fit, pass the following resolution:
SPECIAL RESOLUTIONS
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- THAT, in substitution for all existing authorities, the directors of the Company (the Directors) be and are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (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 amount of £66,284 (being 6,628,400 ordinary shares of 1 pence each which equates to approximately 10 per cent. of the total ordinary share capital of the Company in issue (excluding treasury shares) as at 25 July 2025 (the latest practicable date prior to the date of the notice convening the meeting at which this resolution is proposed); and
- (ii) expires 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.
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- THAT, conditional on the passing of Resolution 1, and only once the authority granted in Resolution 1 has been exhausted, the directors of the Company (the Directors) be and are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (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 amount of £66,284 (being 6,628,400 ordinary shares of 1 pence each) which equates to approximately 10 per cent. of the total ordinary share capital of the Company in issue (excluding treasury shares) as at 25 July 2025 (the latest practicable date prior to the date of the notice convening the meeting at which this resolution is proposed); and
- (ii) expires 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.
By order of the Board of Directors Registered office
Invesco Asset Management Limited Perpetual Park Drive
29 July 2025
Perpetual Park Henley-on-Thames Company Secretary Oxfordshire RG9 1HH
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Notes:
These notes should be read in conjunction with the notes on the Form of Proxy.
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- A member entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote in his stead. Where more than one proxy is appointed, each proxy must be appointed to exercise the rights attached to a different share or shares. A proxy need not be a member of the Company. However, if you appoint the Chair of the General Meeting as your proxy, this will ensure that your votes are cast in accordance with your wishes. If any other person is appointed as your proxy, they may not be able to attend the meeting to vote on your behalf. In order to be valid an appointment of proxy must be returned by one of the following methods:
- electronically via the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/
- via Proxymity (see note 5); or
- In hard copy form by post, by courier or by hand to the Company's registrar, MUFG Corporate Markets (formerly known as Link Group), PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or
- In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below
and in each case to be received by the Company not less than 48 hours before the time of the meeting (excluding weekends and bank holidays). Shareholders wishing to appoint a proxy should therefore appoint the Chair of the General Meeting. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
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- CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. 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 providers(s) who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to 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 issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in this document. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. 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 service 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 Form of Proxy is enclosed. Appointment of a proxy (whether by completion of a Form of Proxy, or other instrument appointing a proxy or any CREST or Proxymity proxy instruction) does not prevent a member from attending and voting at this meeting.
To be effective, the Form of Proxy, duly completed and executed, together with any power of attorney or other authority under which it is signed (or notarially certified copy thereof) must be lodged at the office of the Company's registrar, MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, by not later than 11 a.m. on 12 August 2025.
- Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com
Apple App Store GooglePlay


Your vote must be lodged by 11 a.m. on 12 August 2025 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting.
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- If you are an institutional investor you may 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 11 a.m. on 12 August 2025 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. 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. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
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- A person entered on the Register of Members at the close of business on 12 August 2025 ('a member') is entitled to attend and vote at the meeting pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001. Any changes to the Register of Members after such time and date shall be disregarded in determining the rights of any person to attend and/or vote at the meeting. If the meeting is adjourned, entitlement to attend and vote at the adjourned meeting, and the number of votes which may be cast thereat, will be determined by reference to the Company's register of member 48 hours before the time fixed for the adjourned meeting.
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- Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may have a right, under an agreement between him/her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right, under such an agreement, to give instructions to the member as to the exercise of voting rights.
- The statement of the above rights of the members in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by shareholders of the Company.
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- Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
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- Any member attending the General Meeting has the right to ask questions under section 319A of the Companies Act 2006. The Company must cause to be answered any such question relating to the business being dealt with at the General Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
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- You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in this notice (or in any related documents including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
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- As at 25 July 2025, being the latest practicable date, the Company's issued share capital consisted of 66,284,182 ordinary shares of 1 pence (each carrying one vote) and a further 13,702,404 ordinary shares of 1 pence held in treasury.
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- To the extent that any voting takes place on a show of hands, every member who is present in person or by proxy has a right to one vote (except that if a proxy's instructions include votes for and against (in respect of different shares) the proxy has one vote for and one vote against on a show of hands). However, it is anticipated that the Chair of the meeting will demand that the voting on all resolutions put to the GM will be by poll. On a poll the poll will be decided on the basis of one vote per share.
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- A copy of this notice of General Meeting, and other information required by Section 311A of the Companies Act 2006, can be found at https://www.invesco.com/uk/en/investment-trusts/invesco-global-equity-income-trust.html.