Result of AGM

RUFFER INVESTMENT COMPANY LIMITED
(a closed-ended investment company incorporated in Guernsey with registration number 41996)
LEI Number 21380068AHZKY7MKN047
the “Company”)

1 December 2017

RESULTS OF ANNUAL GENERAL MEETING

At the Annual General Meeting (“AGM”) of the Company held on 1 December 2017, all resolutions set out in the AGM Notice sent to shareholders on 29 September 2017 were duly passed. 

Details of the proxy voting results which should be read alongside the Notice sent to shareholders are noted below.  A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.

Ordinary Resolution	For	Against	Withheld
1	37,917,766	77,106	1,200
2	37,994,872	0	1,200
3	37,988,958	5,914	1,200
4	37,989,958	4,914	1,200
5	37,987,533	7,339	1,200
6	37,947,533	22,339	26,200
7	37,971,533	8,339	16,200
8	37,945,469	24,403	26,200
9	37,952,192	42,680	1,200
10	37,992,447	2,425	1,200
Special Resolution	For	Against	Withheld
1	37,987,533	7,339	1,200
2	37,985,330	9,542	1,200
3	35,765,407	2,226,562	4,103

Special Resolution 1

To consider and approve that the Company, be and is hereby generally and unconditionally authorised in accordance with The Companies (Guernsey) Law, 2008, as amended, (the “Law”) to make market acquisitions as defined in that Law of its Unclassified Shares of 0.01p each (“Shares”), provided that:-

i)              the maximum number of Shares hereby authorised to be acquired by the Company shall be no more than 14.99% of the Company’s issued share capital at the date of this resolution;

ii)             the minimum price (exclusive of expenses) which may be paid for a Share is 0.01p, being the nominal value per share;

iii)           the maximum price (exclusive of expenses) which may be paid for a Share is an amount equal to the higher of 105 per cent of the average of the middle market quotations for a Share taken from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which the Share is acquired and (ii) the price stipulated in Article 5(i) of the Buy-back and Stabilisation Regulation (No 2237 of 2003);

iv)            acquisitions may only be made pursuant to this authority if the Shares are (at the date of the proposed acquisition) trading on the London Stock Exchange at a discount to the lower of the undiluted or diluted Net Asset Value;

v)             the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2018 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and

vi)            the Company may make a contract to acquire 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 an acquisition of Shares pursuant to any such contract.

Special Resolution 2

That the Board be and is hereby empowered under the Articles of Incorporation (the “Articles”) to allot 16,796,341 equity securities (as defined in the Articles) being 10% of the equity securities in issue as at the latest practicable date prior to the date of this notice, excluding shares held in treasury for cash and pursuant to Article 7(2)(g) of the Articles. The right of Shareholders to receive a pre-emptive offer pursuant to Article 7(2)(b) of the Articles shall hereby be excluded in respect of the equity securities the Board is empowered to allot pursuant to this resolution, provided that this power shall expire (unless previously renewed, varied or revoked by the Company in general meeting) immediately prior to the Annual General Meeting of the Company to be held in 2018.

Special Resolution 3

That the New Articles of Incorporation produced to the Annual General Meeting and signed by the Chairman of the Annual General Meeting for the purposes of identification be adopted as the articles of incorporation of the company in substitution for the Existing Articles of Incorporation of the Company.

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

END