Result of AGM

TwentyFour Income Fund Limited
(a closed-ended investment company incorporated in Guernsey with registration number  56128)
LEI Number: 549300CCEV00IH2SU369
(The “Company”)

19 September 2019

RESULT OF ANNUAL GENERAL MEETING

At the Annual General Meeting of the Company held today, all Resolutions, with the exception of Resolution 15, set out in the Annual General Meeting Notice sent to Shareholders dated 16 August 2019 were duly passed.

Whilst receiving a majority of votes for, Resolution 15 was an Extraordinary Resolution which required 75% of votes to be passed but achieved 67.44% and was therefore not passed. Resolution 15 was in relation to the Disapplication of Pre-Emption Rights and the Board will be considering the implication of this result.

Details of the proxy voting results which should be read along side the Notice are noted below:

Ordinary Resolution	For	Discretion (voted in favour)	Against	Abstain
1	331,984,764	0	0	75,000
2	331,996,441	0	63,322	0
3	331,968,794	0	75,969	15,000
4	332,036,446	0	10,125	13,192
5	332,059,764	0	0	0
6	332,059,764	0	0	0
7	332,059,764	0	0	0
8	332,059,764	0	0	0
9	332,059,764	0	0	0
10	332,047,117	0	12,647	0
11	332,047,117	0	12,647	0
12	332,047,117	0	12,647	0
13	289,403,740	0	42,656,023	0
Extraordinary Resolution	For	Discretion (voted in favour)	Against	Abstain
14	331,967,867	0	16,897	75,000
15	223,893,036	0	108,091,727	75,000

Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution. 

The Extraordinary Resolutions were as follows:

Extraordinary Resolution 14

That, in substitution of all existing powers (but in addition to any power conferred on them by ordinary resolutions 11 and 12 above), the Directors be and are authorised generally and unconditionally in accordance with Article 6.7 of the Articles to exercise all powers of the Company to issue equity securities (as defined in Article 6.1.1(a)) for cash as if the members’ pre-emption rights contained in Article 6.2 of the Articles did not apply to any such issue pursuant to the general authority conferred on them by the ordinary resolutions 8 and 9 above (as varied from time to time by the Company in general meeting):

a)    pursuant to an offer of equity securities open for acceptance for a period fixed by the Directors where the equity securities respectively attributable to the interests of holders of Ordinary Shares are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them but subject to such exclusions or other arrangements in connection with the issue as the Directors may consider necessary, appropriate or expedient to deal with equity securities representing fractional entitlements or to deal with legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange, or any other matter whatsoever; and 

b)    provided that (otherwise than pursuant to sub-paragraph (a) above) this power shall be limited to the allotment of equity securities up to an aggregate nominal value equal to 10 per cent. of the total number of shares in issue in the Company at the date of the passing of this extraordinary resolution, and provided further that (i) the number of equity securities to which this power applies shall be reduced from time to time by the number of treasury shares which are sold pursuant to any power conferred on the Directors by ordinary resolution 10 above and (ii) no issue of equity securities shall be made under this power which would result in Ordinary Shares being issued at a price which is less than the net asset value per Ordinary Share as at the latest practicable date before such allotment of equity securities as determined by the Directors in their reasonable discretion, and such power hereby conferred shall expire on whichever is the earlier of: (i) the conclusion of the annual general meeting of the Company to be held in 2020; or (ii) the date 15 months after the date on which this extraordinary resolution is passed (unless renewed, varied or revoked by the Company prior to that date) save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be issued after such expiry and the Directors may issue equity securities in pursuance to such offers or agreements as if the authority conferred hereby had not expired.

Extraordinary Resolution 15

That, conditional on extraordinary resolution 14 above having been passed, in substitution of all existing powers (but in addition to any power conferred on them by ordinary resolutions 11 and 12 and in addition to and without prejudice to the power granted by extraordinary resolution 14 above), the Directors be and are authorised generally and unconditionally in accordance with Article 6.7 of the Articles to exercise all powers of the Company to issue equity securities (as defined in Article 6.1.1(a)) for cash as if the members’ pre-emption rights contained in Article 6.2 of the Articles did not apply to any such issue pursuant to the general authority conferred on them by the ordinary resolutions 8 and 9 above (as varied from time to time by the Company in general meeting):

a)    pursuant to an offer of equity securities open for acceptance for a period fixed by the Directors where the equity securities respectively attributable to the interests of holders of Ordinary Shares are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them but subject to such exclusions or other arrangements in connection with the issue as the Directors may consider necessary, appropriate or expedient to deal with equity securities representing fractional entitlements or to deal with legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange, or any other matter whatsoever; and

b)    provided that (otherwise than pursuant to sub-paragraph (a) above) this power shall be limited to the allotment of equity securities up to an aggregate nominal value equal to 10 per cent. of the total number of shares in issue in the Company at the date of the passing of this extraordinary resolution, and provided further that no issue of equity securities shall be made under this power which would result in Ordinary Shares being issued at a price which is less than the net asset value per Ordinary Share as at the latest practicable date before such allotment of equity securities as determined by the Directors in their reasonable discretion, and such power hereby conferred shall expire on whichever is the earlier of: (i) the conclusion of the annual general meeting of the Company to be held in 2020; or (ii) the date 15 months after the date on which this extraordinary resolution is passed (unless renewed, varied or revoked by the Company prior to that date) save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be issued after such expiry and the Directors may issue equity securities in pursuance to such offers or agreements as if the authority conferred hereby had not expired.

Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL

Tel:        [phone]

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