Montanaro UK Smaller Companies Investment Trust PLC
("the Company")
LEI: 213800UDDXXTXIF29P85
Results of Annual General Meeting
Following the Annual General Meeting (the "AGM") which was held today, 12 August 2021, the Company is pleased to announce that all resolutions put to shareholders were duly passed on a show of hands.
Valid proxy votes received were as follows:
|
For |
% |
Against |
% |
% Of ISC Voted#
|
Votes |
Resolution 1: To receive and accept the Annual Report and Accounts.
|
93,632,528 |
100 |
0 |
0 |
55.94
|
8,981,876
|
Resolution 2: To approve the Directors' Remuneration Report.
|
93,572,408 |
99.97 |
28,667 |
0.03 |
55.92 |
9,013,329
|
Resolution 3: To approve the Directors' Remuneration Policy.
|
93,556,050 |
99.94 |
55,857 |
0.06 |
55.93 |
9,002,497
|
Resolution 4: To approve the Company's dividend policy to continue to pay four quarterly interim dividends
|
93,645,686 |
100 |
0 |
0 |
55.95 |
8,968,718
|
Resolution 5: To re-elect Arthur Copple as a Director of the Company.
|
93,601,261 |
99.97 |
24,053 |
0.03 |
55.94 |
8,989,090
|
Resolution 6: To re-elect James Robinson as a Director of the Company.
|
93,611,261 |
99.98 |
14,053 |
0.02 |
55.94 |
8,989,090
|
Resolution 7: To re-elect Catriona Hoare as a Director of the Company.
|
93,579,397 |
99.95 |
45,917 |
0.05 |
55.94 |
8,989,090
|
Resolution 8: To elect Barbara Powley as a Director of the Company
|
93,593,372 |
99.98 |
14,053 |
0.02 |
55.93 |
9,006,979
|
Resolution 9: To re-appoint BDO LLP as Auditor to the Company.
|
93,564,587 |
99.92 |
71,907 |
0.08 |
55.94 |
8,977,910
|
Resolution 10: To authorise the Audit and Management Engagement Committee to determine the Auditor's remuneration.
|
93,629,999 |
99.99 |
13,158 |
0.01 |
55.95 |
8,971,247
|
Resolution 11: To authorise the Directors to allot ordinary shares. |
93,619,930 |
99.98 |
15,251 |
0.02 |
55.94 |
8,979,223
|
|
|
|
|
|
|
|
Resolution 12 To release the Directors from the obligation to convene a General Meeting during 2022 for the purpose of providing for the Company to be wound-up on a voluntary basis. |
102,601,369 |
99.99 |
3,495 |
0.01 |
61.30 |
9,540
|
SPECIAL RESOLUTIONS |
|
|
|
|
|
|
Resolution 13 To disapply statutory pre-emption rights.*
|
76,135,185 |
81.76 |
16,979,985 |
18.24 |
55.63 |
9,499,234
|
Resolution 14 To authorise the Company to purchase its own ordinary shares.* |
93,603,883 |
99.98 |
18,140 |
0.02 |
55.93 |
8,992,381
|
|
|
|
|
|
|
|
Resolution 15 To approve and adopt the new articles of association. * |
93,608,264 |
99.98 |
21,735 |
0.02 |
55.94 |
8,984,405
|
# issued share capital
*special resolution
The Board notes that while Resolution 13 was passed with a majority of 81.76%, a number of our shareholders opposed this resolution. For further clarity, and having spoken to our shareholders ahead of the AGM, the Board confirms that its intention has always been to issue new shares only at or above a premium to NAV.
Notes:
1. |
All resolutions were passed.
|
2. |
Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
|
3. |
Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
|
4. |
A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution, nor in the calculation of the proportion of "ISC voted" for any resolution.
|
5. |
The number of shares in issue at close of business on 11 August 2021 was 167,379,790 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company are 167,379,790.
|
6. |
The proportion of "ISC voted" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Issued Share Capital.
|
7. |
The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at https://montanaro.co.uk/trust/montanaro-uk-smaller-companies-investment-trust/ .
|
8. |
In accordance with listing rule 9.6.2R, a copy of resolutions 11-15 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
|
Link Company Matters Limited
Company Secretary
12 August 2021