Result of AGM

Keystone Positive Change I.T. PLC

02 February 2024

 

KEYSTONE POSITIVE CHANGE INVESTMENT TRUST PLC (KPC)

Legal Entity Identifier: 5493002H3JXLXLIGC563

Results of Annual General Meeting 

At the Annual General Meeting ('AGM') held on 1 February 2024 shareholders approved the following resolutions:

Ordinary Resolutions

1.   To receive and adopt the Financial Statements of the Company for the year ended 30 September 2023 with the Reports of the Directors and of the Independent Auditors thereon.

2.   To approve the Directors' Remuneration Report for the year ended 30 September 2023.

3.   To declare a final dividend of 0.45p per ordinary share.

4.   To appoint Johnston Carmichael LLP as independent auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which the Financial Statements are laid before the Company.

5.   To authorise the Directors to determine the remuneration of the independent auditor.

6.   To re-elect Mrs Karen Brade as a Director.

7.   To re-elect Mr Ian Armfield as a Director.

8.   To re-elect Mrs Katrina Hart as a Director.

9.   To re-elect Mr William Kendall as a Director.

10. To re-elect Mr Andrew Fleming as a Director.

11. That, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date hereof, the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company ('Securities') provided that such authority shall be limited to the allotment of shares and the grant of rights in respect of shares with an aggregate nominal value of up to £618,156 (representing 10% of the Company's total issued share capital as at 24 November 2023), such authority to expire 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, unless previously revoked, varied or extended by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require Securities to be allotted or granted after the expiry of such authority and the Directors shall be entitled to allot or grant Securities in pursuance of such an offer or agreement as if such authority had not expired.

Special Resolutions

12. That, subject to the passing of resolution 11 above, and in substitution for any existing power but without prejudice to the exercise of any such power prior to the date hereof, the Directors of the Company be and they are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot equity securities (within the meaning of section 560(1) of the Act) for cash either pursuant to the authority given by resolution 11 above or by way of the sale of treasury shares wholly for cash as if section 561(1) of the Act did not apply to any such allotment or sale, 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 or the sale of treasury shares up to an aggregate nominal value of £618,156, being approximately 10% of the nominal value of the issued share capital of the Company as at 24 November 2023.

13. That, in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date hereof, the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies Act 2006 (the 'Act'), to make market purchases (within the meaning of section 693(4) of the Act) of fully paid ordinary shares of 10p each in the capital of the Company ('Shares'), (either for retention as treasury shares for future reissue, resale, transfer or for cancellation) provided that:

a)   the maximum aggregate number of Shares hereby authorised to be purchased is 9,266,163, or, if less, the number representing approximately 14.99% of the issued ordinary share capital of the Company as at the date of the passing of this resolution;

b)   the minimum price (exclusive of expenses) which may be paid for each Share is 10p;

c)   the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than the higher of: (i) 5 per cent above the average closing price on the London Stock Exchange of a Share over the five business days immediately preceding the date of purchase; and (ii) the higher of the price of the last independent trade and the highest current independent bid for a share on the London Stock Exchange; and

d)   unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in respect of the year ending 30 September 2024, save that the Company may, prior to such expiry, enter into a contract to purchase 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 Shares pursuant to any such contract.

Resolutions 1 to 13 were passed on a poll. A breakdown of the votes registered is shown below:

Resolution	Votes for (including votes at the discretion of the Chairman)	%	Votes Against	%	Votes Withheld
Ordinary Resolutions
1	1,404,392	99.95	766	0.05	976
2	1,386,645	98.92	15,141	1.08	4,348
3	1,405,075	99.98	266	0.02	794
4	1,399,845	99.68	4,530	0.32	1,758
5	1,403,475	99.90	1,368	0.10	1,291
6	1,332,767	95.24	66,553	4.76	6,804
7	1,336,859	96.99	41,448	3.01	27,819
8	1,357,071	96.98	42,250	3.02	6,804
9	1,288,812	93.51	89,495	6.49	27,819
10	1,358,012	96.98	42,250	3.02	5,864
11	1,390,751	99.04	13,483	0.96	1,901
Special Resolutions
12	1,383,303	98.53	20,685	1.47	2,147
13	1,401,755	99.77	3,253	0.23	1,126

Please note that ordinary shareholders are entitled to one vote for every £1 nominal, being one vote for every ten ordinary shares of 10p each, and the results above represent votes lodged, not number of shares voted.

Baillie Gifford & Co Limited

Company Secretaries

2 February 2024 

Regulated Information Classification: Additional regulated information required to be disclosed under applicable laws

 

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