Martin Currie Global
Portfolio Trust plc
Legal
Entity Identifier: 549300RKB85NFVSTBM94
Results of Annual General Meeting
The Annual General Meeting of the
Company was held at 11.30am on Thursday 20 June 2024. The following
resolutions, as set out in the Notice of Annual General Meeting
were duly passed. Resolutions numbered 1 to 11 were passed as
ordinary resolutions and resolutions 12 to 15 were passed as
special resolutions.
Ordinary business
Ordinary resolutions
1.
That the Report of the
directors and auditors and the financial statements for the year
ended 31 January 2024 be received.
2.
That the Directors'
annual remuneration report for the year ended 31 January 2024 be
approved;
3.
That the Directors'
remuneration policy be approved;
4.
That the dividend policy
be approved;
5.
That Marian Glen be
re-elected as a Director;
6.
That Gary Le Sueur be
re-elected as a Director;
7.
That Christopher
Metcalfe be re-elected as a Director;
8.
That Lindsay Dodsworth
be re-elected as a Director;
9.
That Ernst & Young
LLP be re-appointed as auditors of the Company to hold office from
the conclusion of this meeting until the conclusion of the next
general meeting at which accounts are laid before the
Company;
10.
That the Directors be authorised to fix the remuneration of the
auditors for the year ending 31 January 2025;
11. That, in substitution
for any existing authority, the directors of the Company be and are
hereby generally and unconditionally authorised pursuant to s551 of
the Companies Act 2006 (the 'Act') to allot equity securities (as
defined in s560 of the Act) up to a maximum nominal amount of
£1,154,479 (being approximately one third of the issued share
capital of the Company (excluding Treasury shares) as at 12 April
2024, being the latest practicable date before the date of this
notice) provided that the authority hereby given shall expire on 31
July 2025 or, if earlier, the conclusion of the annual general
meeting of the Company in 2025 save that the Company may, at any
time before the expiry of such authority, make an offer or enter
into an agreement which would or might require equity securities to
be allotted after the expiry of such authority and the directors
may allot equity securities in pursuance of such an offer or
agreement as if such authority had not expired.
Special business
Special resolutions
12.
That, pursuant to Article 12 of the Articles of Association of the
Company and in accordance with s701 of the Companies Act 2006 (the
'Act') and in substitution for any existing authority, the Company
be and is hereby generally and unconditionally authorised to make
market purchases (within the meaning of s693(4) of the Act) of
Ordinary shares of 5 pence each in the capital of the Company
provided that:
(a)
the maximum aggregate number
of Ordinary shares hereby authorised to be purchased is 10,383,385
(or, if less, 14.99% of the number of Ordinary shares in issue
(excluding Treasury shares) immediately prior to the passing of
this resolution);
(b)
the minimum price which may be
paid for an Ordinary share is 5 pence (exclusive of
expenses);
(c)
the maximum price (exclusive
of expenses) which may be paid for an Ordinary share shall be not
more than the higher of
(i) 5% above the average of the
mid-market quotations for an Ordinary share of the Company as
derived from the Daily Official List of the London Stock Exchange
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
London Stock Exchange;
(d)
the authority hereby conferred
shall expire 15 months after the date of passing of this resolution
or, if earlier, at the conclusion of the AGM of the Company in
2025, unless such authority is renewed, issued or revoked prior to
such time; and
(e)
the Company may conclude a
contract to purchase Ordinary shares under the authority hereby
conferred prior to the expiry of such authority which will or may
be executed wholly or partly after the expiry of such authority and
may make a purchase of Ordinary shares in pursuance of any such
contract as if the authority hereby confirmed had not
expired.
13.
That the Directors be and they are hereby empowered in accordance
with s570 and s573 of the Companies Act 2006 (the 'Act') to allot
equity securities (as defined in s560 of the Act), where they are
generally authorised pursuant to the authority to allot equity
securities conferred upon them by resolution 11 and/or to sell
Ordinary shares held by the Company as Treasury shares, for cash,
as if s561 of the Act did not apply provided that the power
conferred by this resolution shall be limited to the allotment of
equity securities having a nominal amount not exceeding in
aggregate £346,343 (being an amount equal to 10% of issued equity
share capital (excluding Treasury shares) as at 12 April 2024 being
the latest practicable date before the date of this notice). Unless
previously varied, revoked or renewed, the authority hereby
conferred shall expire on 31 July 2025 or, if earlier at the
conclusion of the annual general meeting of the Company in 2025,
save that the Company may, before the expiry of any power contained
in this resolution, 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 such an offer
or agreement as if the power conferred hereby had not
expired.
14.
That, in addition to any authority granted under resolution 15, the
Directors be and they are hereby empowered in accordance with s570
and s573 of the Companies Act 2006 (the 'Act') to allot equity
securities (as defined in s560 of the Act), where they are
generally authorised pursuant to the authority to allot equity
securities conferred upon them by resolution 11 and/or to sell
Ordinary shares held by the Company as Treasury shares, for cash,
as if s561 of the Act did not apply provided that the power
conferred by this resolution shall be limited to the further
allotment of equity securities having a nominal amount not
exceeding in aggregate £346,343 (being an amount equal to 10% of
issued equity share capital (excluding Treasury shares) as at 12
April 2024 being the latest practicable date before the date of
this notice).
Unless previously varied, revoked or
renewed, the authority hereby conferred shall expire on 31 July
2025 or, if earlier, at the conclusion of the annual general
meeting of the Company in 2025, save that the Company may, before
the expiry of any power contained in this resolution, 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 such an offer or agreement as if the
power conferred hereby had not expired.
15.
That a general meeting, other than an annual general meeting, may
be called on not less than 14 clear days' notice. Unless previously
varied, revoked or renewed, the authority hereby conferred shall
expire on 31 July 2025 or, if earlier, at the conclusion of the
annual general meeting of the Company in 2025.
The results of the poll were as
follows:
|
|
For and
Discretion
|
Against
|
|
Withheld
|
Resolution
|
Votes
|
%
|
Votes
|
%
|
|
1
|
To receive the report of the
directors and auditors and the financial statements for the year
ended 31 January 2024
|
16,599,842
|
99.99
|
1,693
|
0.01
|
0
|
2
|
To approve the directors'
remuneration report for the year ended 31 January 2024
|
16,467,524
|
99.60
|
65,790
|
0.40
|
68,221
|
3
|
To approve the directors'
remuneration policy
|
16,463,496
|
99.58
|
69,818
|
0.42
|
68,221
|
4
|
To approve the dividend policy
|
16,480,876
|
99.40
|
100,000
|
0.60
|
20,659
|
5
|
To re-elect Marian Glen as a
director
|
16,111,672
|
97.18
|
468,064
|
2.82
|
21,799
|
6
|
To re-elect Gary Le Sueur as a
director
|
16,118,552
|
97.22
|
461,184
|
2.78
|
21,799
|
7
|
To re-elect Christopher Metcalfe as
a director
|
15,992,384
|
96.46
|
587,352
|
3.54
|
21,799
|
8
|
To re-elect Lindsay Dodsworth as a
director
|
16,111,672
|
97.18
|
468,064
|
2.82
|
21,799
|
9
|
To re-appoint Ernst & Young LLP
as auditors
|
16,565,462
|
99.78
|
36,073
|
0.22
|
0
|
10
|
To authorise the directors to fix
the remuneration of the auditors for the year ending 31 January
2025
|
16,583,299
|
99.91
|
14,188
|
0.09
|
4,048
|
11
|
To give authority to allot
shares
|
16,549,527
|
99.79
|
35,233
|
0.21
|
16,775
|
12
|
To give authority for share
buybacks
|
15,410,679
|
92.92
|
1,174,080
|
7.08
|
16,776
|
13
|
To give authority to disapply
pre-emption rights
|
16,469,557
|
99.53
|
77,420
|
0.47
|
54,558
|
14
|
To give authority to disapply
pre-emption rights to a further 10%
|
16,442,489
|
99.37
|
104,488
|
0.63
|
54,558
|
15
|
To give authority for general
meetings to be held on 14 clear days' notice
|
16,481,801
|
99.28
|
119,734
|
0.72
|
0
|
Franklin Templeton Investment Trust
Management Limited
Company Secretary