TwentyFour Inc Fd Result of AGM
October 14 2021 - 4:37AM
UK Regulatory
TIDMTFIF
TwentyFour Income Fund Limited
(a closed-ended investment company incorporated in Guernsey with registration
number 56128)
LEI Number: 549300CCEV00IH2SU369
(The "Company")
14 OCTOBER 2021
RESULT OF ANNUAL GENERAL MEETING
At the Annual General Meeting of the Company held today, all Resolutions set
out in the Annual General Meeting Notice sent to Shareholders dated 13
September 2021 were duly passed.
Details of the proxy voting results which should be read along side the Notice
are noted below:
Ordinary For Discretion Against Abstain
Resolution (voted in favour)
1 309,587,628 0 14,416 17,663
2 309,614,023 0 5,684 0
3 309,512,452 0 94,518 12,737
4 309,525,582 0 76,462 17,663
5 309,560,020 0 32,910 26,777
6 259,102,673 0 50,502,635 14,399
7 309,596,553 0 23,154 0
8 309,587,735 0 17,573 14,399
9 309,610,952 0 8,755 0
10 309,596,553 0 23,154 0
11 309,582,882 0 22,426 14,399
12 308,365,751 0 10,150 0
13 309,569,873 0 30,150 19,684
14 309,569,873 0 30,150 19,684
Extraordinary For Discretion Against Abstain
Resolution (voted in favour)
15 309,567,264 0 32,759 19,684
16 239,989,373 0 19,116,770 50,513,564
Special For Discretion Against Abstain
Resolution (voted in favour)
17 309,605,667 0 8,755 5,285
Note - A vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution.
The Extraordinary and Special Resolutions were as follows:
Extraordinary Resolution 15
That, in substitution of all existing powers (but in addition to any power
conferred on them by ordinary resolutions 13 and 14 above), the Directors be
and are authorised generally and unconditionally in accordance with Article 6.7
of the Articles to exercise all powers of the Company to issue equity
securities (as defined in Article 6.1.1(a)) for cash as if the members'
pre-emption rights contained in Article 6.2 of the Articles did not apply to
any such issue pursuant to the general authority conferred on them by the
ordinary resolutions 10 and 11 above (as varied from time to time by the
Company in general meeting):
a. pursuant to an offer of equity securities open for acceptance for a period
fixed by the Directors where the equity securities respectively
attributable to the interests of holders of Ordinary Shares are
proportionate (as nearly as may be) to the respective numbers of Ordinary
Shares held by them but subject to such exclusions or other arrangements in
connection with the issue as the Directors may consider necessary,
appropriate or expedient to deal with equity securities representing
fractional entitlements or to deal with legal or practical problems arising
in any overseas territory, the requirements of any regulatory body or stock
exchange, or any other matter whatsoever; and
b. provided that (otherwise than pursuant to sub-paragraph (a) above) this
power shall be limited to the allotment of equity securities up to an
aggregate nominal value equal to 10 per cent. of the total number of shares
in issue in the Company at the date of the passing of this extraordinary
resolution, and provided further that (i) the number of equity securities
to which this power applies shall be reduced from time to time by the
number of treasury shares which are sold pursuant to any power conferred on
the Directors by ordinary resolution 10 above and (ii) no issue of equity
securities shall be made under this power which would result in Ordinary
Shares being issued at a price which is less than the net asset value per
Ordinary Share as at the latest practicable date before such allotment of
equity securities as determined by the Directors in their reasonable
discretion, and such power hereby conferred shall expire on whichever is
the earlier of: (i) the conclusion of the annual general meeting of the
Company to be held in 2022; or (ii) the date 15 months after the date on
which this extraordinary resolution is passed (unless renewed, varied or
revoked by the Company prior to that date) save that the Company may,
before such expiry, make offers or agreements which would or might require
equity securities to be issued after such expiry and the Directors may
issue equity securities in pursuance to such offers or agreements as if the
authority conferred hereby had not expired.
Extraordinary Resolution 16
That, conditional on extraordinary resolution 15 above having been passed, in
substitution of all existing powers (but in addition to any power conferred on
them by ordinary resolutions 13 and 14 and in addition to and without prejudice
to the power granted by extraordinary resolution 15 above), the Directors be
and are authorised generally and unconditionally in accordance with Article 6.7
of the Articles to exercise all powers of the Company to issue equity
securities (as defined in Article 6.1.1(a)) for cash as if the members'
pre-emption rights contained in Article 6.2 of the Articles did not apply to
any such issue pursuant to the general authority conferred on them by the
ordinary resolutions 12 and 13 above (as varied from time to time by the
Company in general meeting):
a. pursuant to an offer of equity securities open for acceptance for a period
fixed by the Directors where the equity securities respectively
attributable to the interests of holders of Ordinary Shares are
proportionate (as nearly as may be) to the respective numbers of Ordinary
Shares held by them but subject to such exclusions or other arrangements in
connection with the issue as the Directors may consider necessary,
appropriate or expedient to deal with equity securities representing
fractional entitlements or to deal with legal or practical problems arising
in any overseas territory, the requirements of any regulatory body or stock
exchange, or any other matter whatsoever; and
b. provided that (otherwise than pursuant to sub-paragraph (a) above) this
power shall be limited to the allotment of equity securities up to an
aggregate nominal value equal to 10 per cent. of the total number of shares
in issue in the Company at the date of the passing of this extraordinary
resolution, and provided further that no issue of equity securities shall
be made under this power which would result in Ordinary Shares being issued
at a price which is less than the net asset value per Ordinary Share as at
the latest practicable date before such allotment of equity securities as
determined by the Directors in their reasonable discretion, and such power
hereby conferred shall expire on whichever is the earlier of: (i) the
conclusion of the annual general meeting of the Company to be held in 2022;
or (ii) the date 15 months after the date on which this extraordinary
resolution is passed (unless renewed, varied or revoked by the Company
prior to that date) save that the Company may, before such expiry, make
offers or agreements which would or might require equity securities to be
issued after such expiry and the Directors may issue equity securities in
pursuance to such offers or agreements as if the authority conferred hereby
had not expired.
Special Resolution
That Article 24.2 of the Articles of Incorporation be amended as below:
"The Directors (other than any alternate Directors) shall be entitled to
receive by way of fees for their services as Directors such sum as the Board
may from time to time determine provided that the aggregate amount of such fees
(including fees, if any, due to the Directors for attendance at meetings of any
committee of the Board) for all the Board collectively shall not exceed £
225,000 in any financial year in aggregate, or such higher sum as may be
determined from time to time by Ordinary Resolution 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
END
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