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Murray Income Trust PLC — AGM Information 2010
Oct 26, 2010
4618_dva_2010-10-26_ece7a658-ab20-45f1-99a2-9448552c7848.pdf
AGM Information
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THE COMPANIES ACT 2006
MURRAY INCOME TRUST PLC (Registered in Scotland No. SC12725)
At the Annual General Meeting of Murray Income Trust PLC duly convened and held at the Capital Suite, The Chamber of Commerce, 33 Queen Street, London EC4R 1AP on 26 October 2010 the following Resolutions were passed:-
ORDINARY RESOLUTION
8. Authority to allot shares
THAT, in substitution of all existing powers, the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot Ordinary shares of 25p each in the capital of the Company ("shares") up to an aggregate nominal amount of £808,618 (representing 5 per cent. of the total Ordinary shares in issue on 15 September 2010 (excluding treasury shares)) during the period expiring on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or 25 January 2012, whichever is the earlier, but so that this authority shall allow the Company to make offers or agreements before the expiry of this authority which would or might require shares to be allotted after such expiry and the Directors shall be entitled to allot shares in pursuance of such an offer or agreement as if such authority had not expired.
SPECIAL RESOLUTIONS
9. Disapplication of pre-emption rights
THAT, subject to the passing of Resolution 8 proposed at the Annual General Meeting of the Company convened for 26 October 2010, and in substitution for all existing powers, the Directors be and are hereby empowered, pursuant to Section 570 of the Companies Act 2006 (the "Act"), to allot equity securities (as defined in Section 560(1)of the Act) for cash pursuant to the authority given in accordance with Section 551 of the Act by Resolution 8 or otherwise as if Section 561 of the Act did not apply to any such allotment and to sell or transfer equity securities if, immediately before the sale or transfer, such equity securities are held by the Company as treasury shares (as defined in Section 724(5) of the Act) as if Section 561 of the Act did not apply to any such sale or transfer, provided that this power:
- a) expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or 25 January 2012, whichever is the earlier, but so that this power shall enable the Company to make offers or agreements which would or might require equity securities to be allotted or treasury shares to be sold or transferred after the expiry of this power and the Directors may allot equity securities or sell or transfer treasury shares in pursuance of any such offers or agreements as if this power had not expired;
- b) shall be limited to the allotment of equity securities up to an aggregate nominal amount of £808,618 (representing 5 per cent. of the total Ordinary shares in issue on 15 September 2010) and the sale or transfer of treasury shares up to an aggregate nominal amount of £1,617,236 (representing 10 per cent of the total Ordinary shares in issue on 15 September 2010); and
c) shall be limited to the allotment of equity securities in the circumstances detailed in the section headed "Issue of New Shares and Sale of Treasury Shares" in the Directors' Report on page 23 of the Annual Report of the Company for the year ended 30 June 2010 and at a price not less than 0.5 per cent. above the net asset value per share (as determined by the Directors and excluding treasury shares).
10. Authority to make market purchases of shares
THAT the Company be and is hereby generally and, subject as hereinafter appears, unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 25p each in the capital of the Company ("shares"):
PROVIDED ALWAYS THAT:
- a) the maximum number of shares hereby authorised to be purchased shall be an aggregate of 9,696,949 Ordinary shares or, if less, the number representing 14.99 per cent. of the respective classes of shares in issue as at the date of passing this resolution (excluding treasury shares);
- b) the minimum price which may be paid for each share shall be 25p;
- c) the maximum price (exclusive of expenses) which may be paid for a share is the higher of (i) 5 per cent. above the average of the middle market quotations for a share taken from, and calculated by reference to, the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is purchased; or, in the case of a tender offer, the date the tender offer is announced; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out;
- d) any purchase of shares shall be made in the market for cash at prices below the prevailing net asset value per share (as determined by the Directors);
- e) the authority hereby conferred shall expire on 25 January 2012 or, if earlier, at the conclusion of the next Annual General Meeting of the Company unless such authority is previously varied, revoked or renewed prior to such time;
- f) the Company may enter into a contract to purchase shares under the authority hereby conferred prior to the expiry of such authority and may purchase shares pursuant to any such contract notwithstanding such expiry above; and
- g) any shares so purchased shall be cancelled or, if the Directors so determine and subject to the provisions of the Act and any applicable regulations of the United Kingdom Listing Authority, be held or otherwise dealt with as permitted by the Act as treasury shares.