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Diverse Inc Trust (DIVI)

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Wednesday 14 October, 2020

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 14 October 2020 all resolutions were passed by a poll, including the following resolutions:

Resolution 12 (ordinary resolution): To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006.

Resolution 13 (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.

Resolution 14 (special resolution): To authorise the Directors to make market purchases of the Company’s own shares.

Resolution 15 (special resolution): To hold general meetings (other than annual general meetings) on 14 clear days’ notice.

The proxy votes received in relation to all resolutions were as follows:

Resolutions Votes For Votes Against Votes at Chairman’s Discretion Votes Withheld
Resolution 1 -
Approval of Annual Report
136,384,593 26,866 12,199 4,177
Resolution 2 – Approval of Remuneration Report 136,205,211 154,764 12,199 55,661
Resolution 3 – Approval of Remuneration Policy 136,168,240 181,012 12,199 54,384
Resolution 4 – Re-election Mr Bell 135,928,140 471,319 12,199 4,177
Resolution 5 – Re-election Mr Craig 111,386,418 25,013,041 12,199 4,177
Resolution 6 – Re-election Ms Kemsley-Pein 136,281,974 117,485 12,199 4,177
Resolution 7 – Election Ms McGrade 111,378,666 25,013,041 12,199 11,929
Resolution 8 – Re-election Mr Thomson 134,614,188 1,785,271 12,199 4,177
Resolution 9 – Appointment of BDO as Auditor 136,256,563 120,497 12,199 26,576
Resolution 10 – Auditor Remuneration 136,281,974 117,485 12,199 4,177
Resolution 11 – Dividend of 1.05p per share 136,368,365 4,846 38,447 4,177
Resolution 12 – Authority to allot shares 136,260,399 112,812 38,447 4,177
Resolution 13 – Disapplication of pre-emption rights 136,207,611 180,979 12,199 15,046
Resolution 14 – Authority to make market purchases 111,440,025 24,959,434 12,199 4,177
Resolution 15 – 14 days’ notice period for GM 134,642,133 1,732,326 12,199 29,177

In relation to Resolution 14, the Board notes that votes representing 18.30% of total votes cast were received against the market standard share buyback resolution, following the recommendation of Pensions and Investment Research Consultants Limited ("PIRC"), a proxy adviser. The UK Corporate Governance Code notes that where a significant proportion of votes have been cast against a resolution at a general meeting, a company should explain what actions it has taken to understand the reasons behind the vote.  The Company, via its corporate broker, is consulting with the largest shareholder who voted against this resolution. Certain shareholders have indicated that they remain in favour of the Company's approach to buybacks, in spite of PIRC's recommendation to vote against this resolution.

In relation to Resolution 5, the Board notes that votes representing 18.34% of total votes cast were received against Mr Craig’s re-election as a Director of the Company, following the recommendation of PIRC. PIRC does not consider Mr Craig to be independent as he has served on the Board longer than 9 years and is connected with Old Mutual Global Investors Limited, a substantial shareholder of the Company. As set out on page 36 of the Company’s Annual Report, the Board does not consider that a Director’s tenure necessarily reduces his or her ability to act independently and that phased refreshment of the Board is ongoing. Furthermore, the Board has in place agreed procedures which do not permit any Director with a potential conflict of interest to vote on issues relating to that potential conflict. Having considered these points and taking into Mr Craig’s conduct in Board meetings, the Board considers him to be independent.

The Company will seek to engage with the relevant shareholders who voted against the resolution, in order to understand the reasons for their votes and address their concerns.

In relation to Resolution 7, the Board notes that votes representing 18.34% of total votes cast were received against Ms McGrade’s election as a Director of the Company, following the recommendation of PIRC. PIRC does not consider Ms McGrade to be independent as she is a non-executive director of M&G Securities Ltd, a significant shareholder in the Company. The Board of The Diverse Income Trust Plc has in place agreed procedures which do not permit any Director with a potential conflict of interest to vote on issues relating to that potential conflict and therefore the Board considers Ms McGrade to be independent.

The Company will seek to engage with the relevant shareholders who voted against the resolution, in order to understand the reasons for their votes and address their concerns.

A copy of the full text of Resolutions 12 to 15 will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism

A presentation by Gervais Williams of Premier Portfolio Managers Limited is available on the Company's website at www.mitongroup.com/dit.

LEI: 2138005QFXYHJM551U45


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