Result of Annual General Meeting

F&C COMMERCIAL PROPERTY TRUST LIMITED
(a closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registered number 50402)

Result of Annual General Meeting
2 June 2016
 

At the Annual General Meeting of the Company held on 2 June 2016, all ordinary resolutions set out in the Annual General Meeting Notice sent to Shareholders dated 4 April 2016 were duly passed.

Details of the proxy voting results which should be read alongside the Notice are noted below:

Ordinary Resolution	For	Discretion Abstain (voted in favour)	Against	Abstain
1	346,629,053	67,322	18,698	21,011
2	346,283,899	67,322	241,079	143,784
3	346,505,486	67,322	101,790	61,486
4	346,526,163	67,322	90,769	51,830
5	346,515,949	67,322	75,008	77,805
6	346,562,114	67,322	60,593	46,055
7	346,498,640	67,322	72,267	97,855
8	346,531,512	67,322	73,008	64,242
9	346,213,437	67,322	419,012	36,313
10	346,237,829	67,322	115,690	315,243
11	346,513,516	67,322	117,734	37,512
Special Resolution	For	Discretion Abstain (voted in favour)	Against	Abstain
12	346,387,590	67,322	201,039	80,133
13	346,496,665	67,322	123,725	48,372
14	338,784,191	67,322	7,828,057	56,514

Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution. 

The Special Resolutions were as follows;

• Special Resolution 12 was passed; being that the Directors of the Company be and they are hereby generally empowered, to allot ordinary shares in the Company or grant rights to subscribe for, or to convert securities into, ordinary shares in the Company (‘‘equity securities’’) for cash, including by way of a sale of ordinary shares held by the Company as treasury shares, as if any pre-emption rights in relation to the issue of shares as set out in the listing rules made by the Financial Conduct Authority under part VI of the Financial Services and Markets Act 2000 (as amended) did not apply to any such allotment of equity securities, 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 up to an aggregate nominal value of £799,366 being approximately 10 per cent of the nominal value of the issued share capital of the Company, as at 4 April 2016.

• Special Resolution 13 was passed; that the Company be authorised, in accordance with Section 315 of The Companies (Guernsey) Law, 2008, to make market acquisitions (within the meaning of Section 316(1) of The Companies (Guernsey) Law, 2008) of ordinary shares of 1p each (‘‘Ordinary Shares’’) (either for retention as treasury shares for future resale or transfer, or cancellation), provided that:

(a)  the maximum number of Ordinary Shares hereby authorised to be purchased shall be 14.99 per cent of the issued Ordinary Shares

(b)  the minimum price which may be paid for an Ordinary Share shall be 1p;

(c)  the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be the higher of (i) 105 per cent of the average of the middle market quotations (as derived from the Daily Official List) for the Ordinary Shares 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 trading venue which the purchase is carried out; and

(d)  unless previously varied, revoked or renewed, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2017, or on 2 December 2017, whichever is the earlier, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares under such authority and may make a purchase of Ordinary Shares pursuant to any such contract.

• Special Resolution 14 was passed; That the articles of incorporation containing amendments proposed to reflect the recent changes to the Companies (Guernsey) Law, 2008 by the Companies (Guernsey) Law, 2008 (Amendment) Ordinance 2015 presented at the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the articles of incorporation of the Company in substitution for, and to the exclusion of, the existing articles of incorporation.

A copy of the proxy voting for each resolution is available of the Company’s website, www.fccpt.co.uk.

All Enquiries:

The Company Secretary
Northern Trust International Fund Administration Services (Guernsey) Limited
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
 
Tel:       [phone]

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