Result of AGM

TwentyFour Select Monthly Income Fund Limited
(a closed-ended investment company incorporated in Guernsey with registration number 57985)
(The “Company”)

LEI Number: 549300P9Q5O2B3RDNF78

4 July 2018

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 sent to Shareholders dated 1 June 2018 were duly passed.

The Board noted significant percentage votes against resolution 6 and 15. Resolution 6 relating to the re-election of  Christopher Legge and resolution 15 relating to the dis-application of pre-emption rights contained in the Articles so that the Board has authority to allot and issue (or sell from treasury) Ordinary Shares for cash on a non-pre-emptive basis equivalent to a further 10 per cent. Total voting in relation to all resolutions was low, reflecting only 14.31% of the total shares in issue. The Board will continue to engage with shareholders in order to fully understand their views in relation to the specific authorities sought.

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	19,892,133	976	12,019	5,346,570
2	19,849,501	976	54,650	5,346,570
3	19,789,394	976	87,725	5,373,602
4	19,861,285	976	17,867	5,371,570
5	16,334,939	976	3,314,246	5,601,536
6	13,903,824	976	5,745,361	5,601,536
7	19,892,133	976	12,019	5,346,570
8	19,766,267	976	87,725	5,396,729
9	19,777,489	976	96,206	5,377,027
10	19,777,489	976	96,206	5,377,027
11	19,839,356	976	64,796	5,346,570
Special Resolution	For	Discretion (voted in favour)	Against	Abstain
12	19,886,285	976	12,019	5,352,418
13	19,861,285	976	42,317	5,347,120
Extraordinary Resolution	For	Discretion (voted in favour)	Against	Abstain
14	19,824,181	976	74,123	5,352,418
15	14,974,469	976	4,898,675	5,377,577

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 12

IT WAS RESOLVED 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 1 June 2018 (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.

Special Resolution 13

IT WAS RESOLVED TO authorise the Company, in accordance with section 315 of the Law to make market acquisitions (as defined in the Law) of its own shares of 1 pence each (either for retention as treasury shares for future re-issue, 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 aggregate Ordinary Shares (excluding treasury shares in issue) on the date on which this resolution is passed;

b.        the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be £0.01 per Ordinary Share;

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 2019 or, if earlier, at the conclusion of the next annual general meeting of the Company to be held in 2019, 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.

The Extraordinary Resolutions were as follows:

Extraordinary Resolution 14

IT WAS RESOLVED 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 of 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 so that it:

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 17,192,915 being approximately 10 per cent. of the nominal value of the issued share capital of the Company, as at 31 May 2018.

Extraordinary Resolution 15

IT WAS RESOLVED THAT, conditional on extraordinary resolution 14 above having been passed, the Directors of the Company be and they are hereby generally empowered, in addition to and without prejudice to the power granted by extraordinary resolution 14 above, 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 of 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 so that it:

1. 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
2. shall be limited to the allotment of additional equity securities up to an aggregate nominal value of 17,192,915 being approximately 10 per cent. of the nominal value of the issued share capital of the Company, as at 31 May 2018.

Enquiries:

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

Tel:        [phone]