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BMO Commercial Property Trust (BCPT)

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Friday 27 May, 2022

BMO Commercial Property Trust

Result of AGM

BMO Commercial Property Trust Limited
(a closed -ended collective investment scheme established as a company with limited liability incorporated in Guernsey with registration number  50402)

LEI Number: 213800A2B1H4ULF3K397

(The “Company”)

27 May 2022

RESULT OF ANNUAL GENERAL MEETING

At the Annual General Meeting of the Company held today, all Resolutions set out in the Annual General Meeting Notice sent to Shareholders dated 27 April 2022 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
1 433,267,410 52,881 44,915 2,221,606
2 424,626,447 52,881 10,691,973 215,511
3 435,459,567 52,881 11,562 62,801
4 431,639,716 52,881 3,744,253 149,962
5 425,471,845 52,881 9,942,169 119,916
6 428,596,491 52,881 6,787,477 149,962
7 431,634,749 52,881 3,779,266 119,915
8 431,623,842 52,881 3,761,443 148,645
9 434,909,782 52,881 520,385 103,764
10 435,183,494 52,881 61,627 288,810
11 435,424,958 52,881 28,290 80,682
12 435,261,272 52,881 218,276 54,383
Special Resolution For Discretion
(voted in favour)
Against Abstain
13 431,960,762 52,881 3,453,536 120,633
14 421,428,839 52,881 11,930,237 2,174,855

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 13

That the Directors of the Company be and they are hereby generally empowered, to allot and issue 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 contained in Article 6.2 of the Company’s articles of incorporation 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 £735,372 being approximately 10 per cent of the nominal value of the issued share capital of the Company (excluding treasury shares), as at 13 April 2022.

Special Resolution 14

That the Company be authorised, in accordance with section 315 of The Companies (Guernsey) Law 2008, to make market acquisitions (within the meaning of section 316(1) of The Companies (Guernsey) Law 2008 of ordinary shares of 1p each (‘Ordinary Shares’) (either for retention as treasury shares for future 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 issued Ordinary Shares on the date on which this resolution is passed;

(b)  the minimum price which may be paid for an Ordinary Share shall be 1p (exclusive of expenses);

(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 purchase; and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue which the purchase is carried out; and

(d)  unless previously varied, revoked or renewed, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or on the expiry of 18 months from the passing of this resolution, whichever is the earlier, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares under such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary 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:  01481 745001

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