Result of AGM

LEI:    549300K1D1P23R8U4U50

Invesco Perpetual UK Smaller Companies Investment Trust plc

Headline:     Annual General Meeting Results

At the Annual General Meeting of the Company held on 8 June 2023, shareholders approved the following resolutions:

Ordinary Business

Ordinary Resolutions

1.         to receive and consider the Annual Financial Report for the year ended 31 January 2023;

2.         to approve the Directors’ Remuneration Policy;

3.         to approve the Annual Statement and Report on Remuneration for the year ended 31 January 2023;

4.         to approve the payment of a final dividend as recommended;

5.         to re-elect Bridget Guerin as a Director of the Company;

6.         to re-elect Graham Paterson as a Director of the Company;

7.         to re-elect Mike Prentis as a Director of the Company;

8.         to re-appoint the auditor, Ernst & Young LLP;

9.         to authorise the Audit Committee to determine the auditor’s remuneration;

Special Business

Ordinary Resolution

10.       to authorise the Directors to allot securities;

Special Resolutions

11.       to authorise the Directors to allot securities for cash, disapplying statutory pre-emption rights;

12.       to renew the Directors’ authority to purchase shares of the Company in the market for cancellation or for holding in Treasury within the parameters specified; and

13.        that the period of notice required for general meetings of the Company (other than       AGMs) shall be not less than 14 days.

All resolutions were passed on a show of hands.

A breakdown of the proxy votes registered is shown below.

Resolution	Votes For		%	Votes Against	%		Votes Withheld
	(including votes at the discretion of the Chairman)
1*.		7,650,196	76.61	2,335,168	23.39	2,969
2.		9,757,719	97.93	206,676	2.07	23,938
3.		9,774,715	98.09	190,251	1.91	23,367
4.		9,976,604	100.00	0	0	11,729
5.		9,438,063	94.69	529,149	5.31	21,121
6.		9,545,142	95.72	427,270	4.28	15,921
7.		9,704,097	97.25	274,015	2.75	10,221
8.*		7,620,121	76.42	2,351,898	23.58	16,314
9.		9,975,552	99.96	4,461	0.04	8,320
10.		9,951,821	99.87	12,647	0.13	23,865
11.		9,930,392	99.69	31,204	0.31	26,737
12.		9,362,523	93.98	600,193	6.02	25,617
13.		9,969,585	99.85	15,302	0.15	3,446

* In relation to Resolutions 1 and 8, a significant proportion of the vote against came from one shareholder which votes in line with the recommendations of a shareholder advisory consultancy (PIRC). 

The Board, through the Company Secretary, has engaged with the shareholder advisory consultancy to allay their concerns and communication with the shareholder will be ongoing.

In relation to Resolution 1, PIRC has recommended opposition to receipt of the annual report where the fund manager is also providing company secretarial services due to the view that the interests of the fund manager are considered to be in conflict with those of shareholders and the company due to the management fees. It has been explained to PIRC that the provision of company secretarial services by the same group that provides fund management services has always been commonplace in the UK investment trust industry. There is no evidence of this compromising standards of governance or reporting, or creating conflicts which compromise the efficacy or independence of the board. The Board is responsible for selecting and monitoring third-party suppliers, including appointing the fund manager and a company secretary. Where a manager is not meeting shareholders’ needs the board can change the manager and appoint a different management group, renegotiate the management fees, or even wind up the company.

In relation to Resolution 8, PIRC does not recommend the re-appointment of Ernst & Young LLP (EY) as the Company auditor.  PIRC’s view is based on their assertion that EY (and other audit firms), in continuing to adhere to the International Auditing and Assurance Standards Board (IAASB) guidelines are failing to address what PIRC views as an ‘expectations gap’ in relation to corporate fraud between professional standards for auditors as set out by the IAASB and what the public and Courts expect. In the absence of a statement from EY acknowledging an ‘expectations gap’, PIRC has recommended a vote against EY’s re-appointment.  The Company has discussed this with EY and continues to be of the view that they should remain as the Company’s appointed auditor.

The Company has 33,826,929 ordinary shares of 20p each in issue, of which 19,382,155 shares are held in Treasury.  On a poll these carry one vote per share and accordingly the total voting rights are 33,826,929. The above tables represent the number of votes registered. 

The proxy votes lodged with the Registrar will be available via the Company’s website at:

www.invesco.co.uk/ipukscit

In accordance with Listing Rule 9.6.2, copies of the resolutions that were passed at the annual general meeting, which do not constitute ordinary business will shortly be available for inspection via the National Storage Mechanism:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Board Succession

The Company confirms that as previously announced, Jane Lewis has retired as a Director and Chairman of the Company at the conclusion of the Annual General Meeting. Bridget Guerin has been appointed Chairman of the Board and of the Nomination Committee and Mike Prentis has taken over as Senior Independent Director and as Chairman of the Management Engagement Committee.

As previously announced, Simon Longfellow will be appointed as a Non-Executive Director of the Company with effect from 1 July 2023.

Invesco Asset Management Limited

Corporate Company Secretary

8 June 2023