Result of EGM

TwentyFour Income Fund Limited
(a closed-ended investment company incorporated in Guernsey with registration number  56128)
LEI Number: 549300CCEV00IH2SU369

 (The “Company”)

10 May 2019

RESULT OF EXTRAORDINARY GENERAL MEETING

At the Extraordinary General Meeting of the Company held today, 10 May 2019, all Resolutions set out in the Extraordinary General Meeting Notice sent to Shareholders dated 15 April 2019 were duly passed.

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

Resolution	For	Discretion (voted in favour)	Against	Abstain
Special Resolution 1	280,940,096	0	75,000	38,270
Extraordinary Resolution 2	278,678,290	0	2,336,806	38,270
Ordinary Resolution 3	278,995,671	0	2,019,425	38,270
Ordinary Resolution 4	280,940,096	0	75,000	38,270

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

Special Resolution 1

THAT, conditional on all other Resolutions being passed, and subject to the Financial Conduct Authority (“FCA”) having approved the changes to be effected by this resolution pursuant to the applicable requirements of the Alternative Investment Fund Managers Directive (2011/61 EU) (“AIFMD”) as implemented in the FCA Handbook or the period specified pursuant to AIFMD having expired without the FCA having objected to such changes, the Articles of Incorporation in the form produced to the Meeting and initialled for identification by the Chairman of the Meeting be adopted as the Articles of Incorporation of the Company in substitution for and to the exclusion of all previous articles of incorporation.

Extraordinary Resolution 2

THAT, conditional on all other Resolutions being passed and in substitution of all existing powers (but in addition to any power conferred on them by ordinary resolution 3 below ), 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 resolution 3 below (as varied from time to time by the Company in a general meeting):

2.1          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 redeemable shares of £0.01 each in the capital of the Company (“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

2.2          provided that (otherwise than pursuant to sub-paragraph (a) above) this power shall be limited to the allotment of equity securities of up to up to 150 million new Ordinary Shares in connection with the issue of new Ordinary Shares described in the prospectus relating to the Company published on or around 15 April 2019 (the “Prospectus”) (the “Issue”);              and (ii) up to 150 million new Ordinary Shares in connection with the proposed placing               programme of new Ordinary Shares described in the Prospectus (the “Placing           Programme”) and such power hereby conferred shall expire on 14 April 2020, 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.

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

END