Result of AGM

UK Commercial Property REIT Limited
an authorised closed-ended investment company incorporated in Guernsey with registration number 45387)
LEI Number: 213800JN4FQ1A9G8EU25
(The “Company”)

17 June 2019

RESULT OF ANNUAL GENERAL MEETING

At the Annual General Meeting of the Company held today, all Ordinary Resolutions set out in the Annual General Meeting Notice dated 25 April 2019 and sent to Shareholders were duly passed.

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	899,405,865	13,700	0	535,842
2	899,895,881	13,700	0	45,826
3	899,791,299	13,700	96,182	54,226
4	899,794,368	13,700	93,513	53,826
5	899,896,168	13,700	3,139	42,400
6	899,818,006	13,700	136	123,565
7	899,895,745	13,700	136	45,826
8	898,542,879	13,700	1,323,628	75,200
9	898,542,879	13,700	1,323,628	75,200
10	899,740,371	13,700	126,136	75,200
11	881,828,333	13,700	18,038,174	75,200
12	896,990,155	13,700	2,876,352	75,200
13	898,542,879	13,700	1,323,628	75,200
Special Resolution	For	Discretion (voted in favour)	Against	Abstain
14	884,316,034	13,700	15,562,798	62,875
15	884,302,852	13,700	15,562,363	76,492

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

The Special Resolutions were as follows:

Special Resolution 14

IT WAS RESOLVED the Directors of the Company be and they are hereby generally empowered to allot ordinary shares in the Company or grant rights to subscribe for, or to convert securities into, ordinary shares in the Company (“equity securities”), for cash including by way of a sale of ordinary shares held by the Company as treasury shares, as if any pre-emption rights in relation to the issue of shares as set out in the listing rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (as amended) did not apply to any such allotment of equity securities, 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 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 £32,485,312 being approximately 10 per cent of the nominal value of the issued share capital of the Company (including treasury shares), as at 25 April 2019.

Special Resolution 15

IT WAS RESOLVED That the Company, be authorised in accordance with section 315 of The Companies (Guernsey) Law, 2008, as amended, (the ‘Law’) to make market acquisitions within the meaning of section 316(I) of the law of its own ordinary shares of 25p each (“shares”) (either for retention as treasury shares for future resale of transfer or cancellation), provided that:

(a)  the maximum number of Shares hereby authorised to be acquired shall be equal to 14.99 per cent of the Company’s issued share capital on the date on which this resolution is passed;

(b)  the minimum price (exclusive of expenses) which may be paid for a Share is 25p, being the nominal value per share;

(c)   the maximum price (exclusive of expenses) which may be paid for a Share shall not be more than the higher of (i) an amount equal to  105 per cent of the average of the middle market quotations for a Share taken from the London Stock Exchange’s Daily Official List  for the five business days immediately preceding the day on which the share is purchased and (ii) the higher of the last independent trade and the highest current independent bid on the London Stock Exchange;

(d)  the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2020 or,  if earlier, on 17 December 2020, unless such authority is renewed prior to such time; and

(e)  the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract.

Enquiries:

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

END