Result of AGM

RNS Number : 1876P

Martin Currie Global Portfolio Tst

16 June 2022

 

Martin Currie Global Portfolio Trust plc

Legal Entity Identifier: 549300RKB85NFVSTBM94

Results of Annual General Meeting

The Annual General Meeting of the Company was held at 11.00am on Thursday 16 June 2022. The following resolutions, as set out in the Notice of Annual General Meeting were duly passed.  Resolutions numbered 1 to 13 were passed as ordinary resolutions and resolutions 14 to 18 were passed as special resolutions.

Ordinary business

Ordinary resolutions

1.   That the Report of the directors and auditors and the financial statements for the year ended 31 January 2022 be received.

2.   That the Directors' annual remuneration report for the year ended 31 January 2022 be approved;

3.   That the Directors' remuneration policy be approved;

4.   That the dividend policy be approved;

5.   That Marian Glen be re-elected as a Director;

6.   That Gary Le Sueur be re-elected as a Director;

7.   That Christopher Metcalfe be re-elected as a Director;

8.   That Gillian Watson be re-elected as a Director;

9.   That Lindsay Dodsworth be elected as a Director;

10.   That Ernst & Young LLP be re-appointed as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company;

11.   That the Directors be authorised to fix the remuneration of the auditors for the year ending 31 January 2023;

12.  That, in substitution for any existing authority, the directors of the Company be and are hereby generally and

unconditionally authorised pursuant to s551 of the Companies Act 2006 (the 'Act') to allot equity securities (as defined in s560 of the Act) up to a maximum nominal amount of £1,427,173 (being approximately one third of the issued share capital of the Company (excluding Treasury shares) as at 7 April 2022, being the latest practicable date before the date of this notice) provided that the authority hereby given shall expire on 30 July 2023 or, if earlier, the conclusion of the annual general meeting of the Company in 2023 save that the Company may, at any time before the expiry of such authority, make an offer or enter into an agreement which would or might require equity securities to be allotted after the expiry of such authority and the directors may allot equity securities in pursuance of such an offer or agreement as if such authority had not expired.

Special business

Ordinary resolution

13.   That the proposed new investment policy, as detailed in the Annual Report and Financial Statements and a copy of which is initialled by the Chairman for the purpose of identification and production at the annual general meeting, be and is hereby approved and adopted with effect from 16 June 2022 as the Company's investment policy in place of its existing investment policy.

Special resolutions

14.   That, pursuant to Article 12 of the Articles of Association of the Company and in accordance with s701 of the Companies Act 2006 (the 'Act') and in substitution for any existing authority, the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of s693(4) of the Act) of Ordinary shares of 5 pence each in the capital of the Company provided that:

(a)   the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 12,836,001 (or, if less, 14.99% of the number of Ordinary shares in issue (excluding Treasury shares) immediately prior to the passing of this resolution);

(b)   the minimum price which may be paid for an Ordinary share is 5 pence (exclusive of expenses);

(c)   the maximum price (exclusive of expenses) which may be paid for an Ordinary share shall be not more than the higher of

(i) 5% above the average of the mid-market quotations for an Ordinary share of the Company as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the date of purchase; 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 15 months after the date of passing of this resolution or, if earlier, at the conclusion of the AGM of the Company in 2023, unless such authority is renewed, issued or revoked prior to such time; and

(e)   the Company may conclude a contract to purchase Ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Ordinary shares in pursuance of any such contract as if the authority hereby confirmed had not expired.

15.   That the Directors be and they are hereby empowered in accordance with s570 and s573 of the Companies Act 2006 (the 'Act') to allot equity securities (as defined in s560 of the Act), where they are generally authorised pursuant to the authority to allot equity securities conferred upon them by resolution 11 and/or to sell Ordinary shares held by the Company as Treasury shares, for cash, as if s561 of the Act did not apply provided that the power conferred by this resolution shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £428,152 (being an amount equal to 10% of issued equity share capital (excluding Treasury shares) as at 7 April 2022 being the latest practicable date before the date of this notice). Unless previously varied, revoked or renewed, the authority hereby conferred shall expire on 30 July 2023 or, if earlier at the conclusion of the annual general meeting of the Company in 2023, save that the Company may, before the expiry of any power contained in this resolution, 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 such an offer or agreement as if the power conferred hereby had not expired.

16.   That, in addition to any authority granted under resolution 15, the Directors be and they are hereby empowered in accordance with s570 and s573 of the Companies Act 2006 (the 'Act') to allot equity securities (as defined in s560 of the Act), where they are generally authorised pursuant to the authority to allot equity securities conferred upon them by resolution 11 and/or to sell Ordinary shares held by the Company as Treasury shares, for cash, as if s561 of the Act did not apply provided that the power conferred by this resolution shall be limited to the further allotment of equity securities having a nominal amount not exceeding in aggregate £428,152 (being an amount equal to 10% of issued equity share capital (excluding Treasury shares) as at 7 April 2022 being the latest practicable date before the date of this notice).

Unless previously varied, revoked or renewed, the authority hereby conferred shall expire on 30 July 2023 or, if earlier, at the conclusion of the annual general meeting of the Company in 2023, save that the Company may, before the expiry of any power contained in this resolution, 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 such an offer or agreement as if the power conferred hereby had not expired.

17.   That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice. Unless previously varied, revoked or renewed, the authority hereby conferred shall expire on 30 July 2023 or, if earlier, at the conclusion of the annual general meeting of the Company in 2023.

18.   That the Articles of Association produced to the Meeting and signed by the chairman of the Meeting for the purposes of identification be approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association with effect from the conclusion of the Meeting.

Proxy votes cast were as follows:  

		For and Discretion		Against		Withheld
Resolution		Votes	%	Votes	%
1	To receive the report of the directors and auditors and the financial statements for the year ended 31 January 2022	24,636,205	99.99	2,000	0.01	7,949
2	To approve the directors' remuneration report for the year ended 31 January 2022	24,509,540	99.81	45,781	0.19	90,833
3	To approve the directors' remuneration policy	24,488,450	99.79	50,787	0.21	106,917
4	To approve the dividend policy	24,497,023	99.56	107,688	0.44	41,443
5	To re-elect Marian Glen as a director	24,326,761	98.83	288,922	1.17	30,471
6	To re-elect Gary Le Sueur as a director	24,346,779	98.90	270,404	1.10	28,971
7	To re-elect Christopher Metcalfe as a director	24,332,454	98.91	268,997	1.09	44,703
8	To re-elect Gillian Watson as a director	24,245,975	98.49	371,208	1.51	28,971
9	To elect Lindsay Dodsworth as a director	24,581,128	99.85	36,055	0.15	28,971
10	To re-appoint Ernst & Young LLP as auditors	24,559,313	99.75	62,221	0.25	24,620
11	To authorise the directors to fix the remuneration of the auditors for the year ending 31 January 2023	24,619,212	99.95	11,218	0.05	15,724
12	To give authority to allot shares	24,563,638	99.81	45,777	0.19	36,739
13	To approve the proposed new investment policy	24,550,929	99.87	33,055	0.13	62,170
14	To give authority for share buybacks	23,047,347	93.68	1,554,840	6.32	43,967
15	To give authority to disapply pre-emption rights	24,382,989	99.58	102,684	0.42	160,481
16	To give authority to disapply pre-emption rights to a further 10%	24,103,835	98.44	381,838	1.56	160,481
17	To give authority for general meetings to be held on 14 clear days' notice	24,411,754	99.12	216,223	0.88	18,177
18	To approve the new Articles of Association	24,532,381	99.79	50,571	0.21	63,202

Franklin Templeton Investment Trust Management Limited

Company Secretary

 

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