Result of AGM

TWENTYFOUR SELECT MONTHLY INCOME FUND LIMITED
(a closed-ended investment company incorporated in Guernsey with registration number 57985)
the “Company”)
 

Result of Annual General Meeting
6 July 2017

At the Annual General Meeting held today, all resolutions, with the exception of Resolution 13, were duly passed by way of a show of hands.

Whilst receiving a majority of votes for, Resolution 13 was an Extraordinary resolution which required 75% of votes to be passed but achieved 73.66% and was therefore not passed. Resolution 13 was in relation to the Disapplication of Pre-Emption Rights and the Board will be considering the implication of this result.

The proxy votes received on each resolution proposed at the AGM were as follows.  A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.

Ordinary Resolutions:		For	Against	Vote Withheld
1	If no Directors are present at the AGM pursuant to Article 20.3.5 of the Articles of Incorporation; to elect an authorised representative of the Corporate Secretary to act as Chair of the Meeting in accordance with Article 20.3.5 of the Articles of Incorporation.	29,995,376	4,200	5,341,058
2	To receive and consider the Report and Audited Financial Statements of the Company for the period from 1 October 2015 to 30 September 2016	29,898,569	69,494	5,372,571
3	To re-elect and re-appoint PricewaterhouseCoopers CI LLP as Auditor of the Company until the conclusion of the next Annual General Meeting.	29,929,422	70,154	5,341,058
4	To authorise the Board of Directors to determine the Auditor’s remuneration.	29,994,716	4,860	5,341,058
5	To re-elect and re-appoint Claire Whittet as a Director of the Company.	29,999,576	0	5,341,058
6	To re-elect and re-appoint Thomas Emch as a Director of the Company.	29,968,063	31,513	5,341,058
7	To re-elect and re-appoint Christopher Legge as a Director of the Company.	29,999,576	0	5,341,058
8	To re-elect and re-appoint Ian Martin as a Director of the Company.	29,999,576	0	5,341,058
9	To approve the Directors’ Remuneration Report set out on pages 28 to 29 of the Report and Audited Financial Statements for period from 1 October 2015 to 30 September 2016.	29,994,716	4,860	5,341,058
10	That the Directors be generally and unconditionally authorised to allot and issue, grant rights to subscribe for, or to convert securities into, up to 31,765,830 ordinary shares (being 20 per cent. of the Company’s shares in issue as at the latest practicable date prior to the date of publication of this document) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 10 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired.	29,994,716	4,860	5,341,058

Special Resolutions:		For	Against	Withheld
11	THAT, the terms of the proposed quarterly tender facility that among other things permits the Company to acquire its issued share capital from tendering shareholders, subject to certain restrictions (the “Facility”), the terms and conditions of which constituting the contract of such Facility (the “Agreement”) are set out in the Notice of Quarterly Tenders reproduced in the circular in respect of the Company dated 9 June 2017 (the “Circular”), are hereby approved and authorised pursuant to section 314(2) of the Companies (Guernsey) Law, 2008, as amended (the “Law”) and the Company’s authority to effect the Facility on the terms of the Agreement pursuant to this resolution shall expire on the earlier of the date falling 12 months from the date of this resolution or the date of the Company’s next annual general meeting.	29,998,916	660	5,341,058
12	To authorise the Company, in accordance with section 315 of The Companies (Guernsey) Law, 2008, as amended (the “Law”) to make market acquisitions of its own shares of 1 pence each (either for retention as treasury shares for future resale or transfer or cancellation) provided that; a.         the maximum number of Ordinary Shares hereby authorised to be purchased shall be 14.99 per cent of the issued Ordinary Shares on the date on which this resolution is passed; b.         the minimum price which may be paid for an Ordinary Share shall be £0.01; c.          the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be the higher of (i) 105 per cent of the average of the middle market quotations (as derived from the Daily Official List) for the Ordinary Shares for the five business days immediately preceding the date of acquisition and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out; and d.         unless previously varied, revoked or renewed, the authority hereby conferred shall expire on 31 December 2018 or, if earlier, at the conclusion of the next annual general meeting of the Company to be held in 2018, save that the Company may, prior to such expiry, enter into a contract to acquire Ordinary Shares under such authority and may make an acquisition of Ordinary Shares pursuant to any such contract.	29,994,716	4,860	5,341,058

Extraordinary Resolution		For	Against	Withheld
13	THAT, the Directors of the Company be and they are hereby generally empowered, to allot and issue, to grant rights to subscribe for, or to convert and make offers or agreements to allot equity shares (as detailed in Article 6.2.1 of the Company’s articles of incorporation (the “Articles”) for cash as if the pre-emption rights contained in the Articles in respect of such equity securities did not apply to any such allotment, provided that this power shall be limited to: a.         expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, 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 any such offer or agreement as if the power conferred hereby had not expired; and b.         shall be limited to the allotment of equity securities up to an aggregate nominal value of 31,765,830 being approximately 20 per cent of the nominal value of the issued share capital of the Company, as at 6 June 2017.	22,098,678	7,900,898	5,341,058

 
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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