Ruffer Investment Co Result of AGM
December 01 2017 - 9:04AM
UK Regulatory
TIDMRICA
RUFFER INVESTMENT COMPANY LIMITED
(a closed-ended investment company incorporated in Guernsey with registration
number 41996)
LEI Number 21380068AHZKY7MKN047
(the "Company")
1 December 2017
RESULTS OF ANNUAL GENERAL MEETING
At the Annual General Meeting ("AGM") of the Company held on 1 December 2017,
all resolutions set out in the AGM Notice sent to shareholders on 29 September
2017 were duly passed.
Details of the proxy voting results which should be read alongside the Notice
sent to shareholders are noted below. A vote withheld is not a vote in law and
has not been counted in the votes for and against a resolution.
Ordinary For Against Withheld
Resolution
1 37,917,766 77,106 1,200
2 37,994,872 0 1,200
3 37,988,958 5,914 1,200
4 37,989,958 4,914 1,200
5 37,987,533 7,339 1,200
6 37,947,533 22,339 26,200
7 37,971,533 8,339 16,200
8 37,945,469 24,403 26,200
9 37,952,192 42,680 1,200
10 37,992,447 2,425 1,200
Special Resolution For Against Withheld
1 37,987,533 7,339 1,200
2 37,985,330 9,542 1,200
3 35,765,407 2,226,562 4,103
Special Resolution 1
To consider and approve that the Company, be and is hereby generally and
unconditionally authorised in accordance with The Companies (Guernsey) Law,
2008, as amended, (the "Law") to make market acquisitions as defined in that
Law of its Unclassified Shares of 0.01p each ("Shares"), provided that:-
i) the maximum number of Shares hereby authorised to be acquired
by the Company shall be no more than 14.99% of the Company's issued share
capital at the date of this resolution;
ii) the minimum price (exclusive of expenses) which may be paid for
a Share is 0.01p, being the nominal value per share;
iii) the maximum price (exclusive of expenses) which may be paid for
a Share is an amount equal to the higher of 105 per cent of the average of the
middle market quotations for a Share taken from the London Stock Exchange Daily
Official List for the 5 business days immediately preceding the day on which
the Share is acquired and (ii) the price stipulated in Article 5(i) of the
Buy-back and Stabilisation Regulation (No 2237 of 2003);
iv) acquisitions may only be made pursuant to this authority if the
Shares are (at the date of the proposed acquisition) trading on the London
Stock Exchange at a discount to the lower of the undiluted or diluted Net Asset
Value;
v) the authority hereby conferred shall expire at the conclusion of
the Annual General Meeting of the Company in 2018 or, if earlier, on the expiry
of 15 months from the passing of this resolution, unless such authority is
renewed prior to such time; and
vi) the Company may make a contract to acquire Shares under the
authority hereby conferred prior to the expiry of such authority which will or
may be executed wholly or partly after the expiration of such authority and may
make an acquisition of Shares pursuant to any such contract.
Special Resolution 2
That the Board be and is hereby empowered under the Articles of Incorporation
(the "Articles") to allot 16,796,341 equity securities (as defined in the
Articles) being 10% of the equity securities in issue as at the latest
practicable date prior to the date of this notice, excluding shares held in
treasury for cash and pursuant to Article 7(2)(g) of the Articles. The right of
Shareholders to receive a pre-emptive offer pursuant to Article 7(2)(b) of the
Articles shall hereby be excluded in respect of the equity securities the Board
is empowered to allot pursuant to this resolution, provided that this power
shall expire (unless previously renewed, varied or revoked by the Company in
general meeting) immediately prior to the Annual General Meeting of the Company
to be held in 2018.
Special Resolution 3
That the New Articles of Incorporation produced to the Annual General Meeting
and signed by the Chairman of the Annual General Meeting for the purposes of
identification be adopted as the articles of incorporation of the company in
substitution for the Existing Articles of Incorporation of the Company.
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
Fax: 01481 745075
END
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