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Diverse Inc Trust (DIVI)

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Tuesday 10 October, 2017

Diverse Inc Trust

Result of AGM

THE DIVERSE INCOME TRUST PLC (the “Company”)

Result of Annual General Meeting

The Company is pleased to announce that at the Annual General Meeting held on 10 October 2017 the following resolutions were passed on a show of hands:

Resolution 1 (ordinary resolution): To receive and adopt the Strategic Report, Reports of the Directors and Auditor and the audited financial statements for the year ended 31 May 2017.

Resolution 2 (ordinary resolution): To receive and approve the Directors’ Remuneration Report for the year ended 31 May 2017.

Resolution 3 (ordinary resolution): To approve the Directors’ Remuneration Policy.

Resolution 4 (ordinary resolution): To elect Mr Thomson as a Director of the Company.

Resolution 5 (ordinary resolution): To re-elect Mr Wrobel as a Director of the Company.

Resolution 6 (ordinary resolution): To re-elect Mr Craig as a Director of the Company.

Resolution 7 (ordinary resolution): To re-elect Ms Riches as a Director of the Company.

Resolution 8 (ordinary resolution): To re-elect Ms Tufnell as a Director of the Company.

Resolution 9 (ordinary resolution): To re-appoint Ernst & Young LLP as Auditor of the Company.

Resolution 10 (ordinary resolution): To authorise the Audit Committee to determine the Auditor’s remuneration.

Resolution 11 (ordinary resolution): To declare a final dividend of 0.80p per ordinary share for the year ended 31 May 2017.

Resolution 12 (ordinary resolution): To declare a special dividend of 0.40p per ordinary share for the year ended 31 May 2017.

Resolution 13 (ordinary resolution): To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006.

Resolution 15 (special resolution): To authorise the Directors to make market purchases of the Company’s own shares.

Resolution 16 (special resolution): To hold general meetings (other than annual general meetings) on 14 clear days’ notice.

A poll was called on Resolution 14 (special resolution): To authorise the Directors to allot ordinary shares for cash pursuant to Sections 570 and 573 of the Companies Act 2006 otherwise than in accordance with statutory pre-emption rights. The results of the poll were as follows:

Votes For Votes Against
Votes withheld
Votes % Votes Cast Votes % Votes Cast
Resolution 14 93,421,390 60.76 60,334,120 39.24 23,920

Accordingly, Resolution 14 was declared not carried.

The proxy votes received in relation to the resolutions passed on a show of hands were as follows:

Resolutions Votes For Votes Against Votes at Chairman’s Discretion Votes Withheld
Resolution 1 153,596,204 128,300 20,858 Nil
Resolution 2 153,643,251 59,690 20,858 21,563
Resolution 3 153,641,985 76,961 20,858 5,558
Resolution 4 153,596,204 56,335 20,858 71,965
Resolution 5 153,596,204 56,335 20,858 71,965
Resolution 6 153,074,530 81,335 20,858 568,639
Resolution 7 152,101,606 1,550,933 20,858 71,965
Resolution 8 153,596,204 56,335 20,858 71,965
Resolution 9 128,516,002 76,335 20,858 25,132,167
Resolution 10 153,650,898 56,335 20,858 17,271
Resolution 11 153,724,504 Nil 20,858 Nil
Resolution 12 153,724,504 Nil 20,858 Nil
Resolution 13 153,695,967 10,000 20,858 18,537
Resolution 15 153,691,016 14,951 20,858 18,537
Resolution 16 152,081,769 1,541,867 20,858 100,868

The Directors note that Resolution 14 was not carried. Whilst over 60% of votes were in favour of the Resolution, as a special resolution this Resolution required a 75% vote in favour to be passed.

The Board put forward the Resolution in light of the changes to the Prospectus Regulation which came into force on 20 July 2017. This increased the threshold, over a 12-month period, from 10% to 20%, before an issuer would be required to publish a prospectus. The Pre-Emption Group* has confirmed that it continues to support the current overall limit of 10% and accordingly a number of shareholders have voted against Resolution 14. The Board anticipates holding a further General Meeting, at no cost to the Company, on 15 November 2017 at which it will seek authority to allot up to 10% of its issued share capital other than by way of pre-emption. Such a resolution has carried in previous years.

A copy of the full text of Resolutions 13, 15 and 16 will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

The presentation by Gervais Williams of Miton Asset Management Limited is available on the Company's website at www.mitongroup.com/dit.

* The Pre-Emption Group issues best practice documents regarding the disapplication of pre-emption rights.


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