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ORDINARY BUSINESS
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1. ORDINARY RESOLUTION
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Report and Accounts
To receive and consider the audited accounts, the Directors' report, the Directors' remuneration and the Auditors' report for the year ended 31 March 2013.
The Chairman reported that the following votes had been received:
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For
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445,802,577
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99.26%
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Against
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3,303,627
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0.74%
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IT WAS RESOLVED that the audited accounts, the Directors' report, the Directors' remuneration and the Auditors' report for the year ended 31 March 2013 be received and adopted.
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2. ORDINARY RESOLUTION
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Re-election of Director
To re-elect Sarah Evans as a Director
The Chairman reported that the following votes had been received:
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For
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453,423,631
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99.93%
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Against
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337,530
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0.07%
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IT WAS RESOLVED that Sarah Evans be re-elected as a Director.
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3. ORDINARY RESOLUTION
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Re-election of Director
To re-elect Sally-Ann Farnon as a Director.
The Chairman reported that the following votes had been received:
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For
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445,852,874
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99.28%
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Against
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3,244,727
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0.72%
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IT WAS RESOLVED that Sally-Ann Farnon be re-elected as a Director.
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4. ORDINARY RESOLUTION
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Re-election of Director
To re-elect John Hallam as a Director.
The Chairman reported that the following votes had been received:
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For
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445,815,540
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99.27%
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Against
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3,279,061
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0.73%
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IT WAS RESOLVED that John Hallam be re-elected as a Director.
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5. ORDINARY RESOLUTION
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Re-election of Director
To re-elect Graham Picken as a Director.
The Chairman reported that the following votes had been received:
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For
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453,761,161
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100.00%
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Against
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14,000
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0.00%
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IT WAS RESOLVED that Graham Picken be re-elected as a Director.
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6. ORDINARY RESOLUTION
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Re-election of Director
To re-elect Christopher Russell as a Director.
The Chairman reported that the following votes had been received:
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For
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453,424,823
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99.92%
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Against
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347,338
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0.08%
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IT WAS RESOLVED that Christopher Russell be re-elected as a Director.
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7. ORDINARY RESOLUTION
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Re-election of Director
To re-elect Ian Russell as a Director.
The Chairman reported that the following votes had been received:
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For
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453,753,661
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100.00%
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Against
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21,500
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0.00%
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IT WAS RESOLVED that Ian Russell be re-elected as a Director.
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8. ORDINARY RESOLUTION
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Re-appointment of Auditors
THAT KPMG Channel Islands Limited be re-appointed as auditors of the Company.
The Chairman reported that the following votes had been received:
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For
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453,742,540
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99.98%
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Against
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70,301
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0.02%
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IT WAS RESOLVED that KPMG Channel Islands Limited be re-appointed as auditors of the Company.
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9. ORDINARY RESOLUTION
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Remuneration of Auditors
THAT the Directors be authorised to agree the remuneration of the auditors.
The Chairman reported that the following votes had been received:
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For
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453,583,813
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99.95%
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Against
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208,413
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0.05%
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IT WAS RESOLVED that the Directors be authorised to agree the remuneration of the auditors.
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10. ORDINARY RESOLUTION
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Directors Remuneration
TO approve the proposed annual remuneration for routine business for of each Director, for the year ended 31 March 2014, as set out in the Report and Financial Statement.
The Chairman reported that the following votes had been received:
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For
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453,602,778
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99.96%
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Against
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173,058
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0.04%
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IT WAS RESOLVED that the proposed annual fee for routine business for each Director (for the year to 31 March 2014) as set out on page 4 of the AGM Notice and in the Report and Financial Statements for the year ended 31 March 2013 be approved.
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SPECIAL BUSINESS
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11. ORDINARY RESOLUTION
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Dividend Option
The Directors propose a renewal of the annual approval that offers shareholders the opportunity to take future dividends wholly or partly in the form of new Ordinary Shares in the Company rather than cash.
The Chairman reported that the following votes had been received:
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For
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453,787,793
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99.99%
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Against
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26,329
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0.01%
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IT WAS RESOLVED that in accordance with the Company's Articles of Incorporation the Board may, in respect of all and any dividends declared for any financial period or periods of the Company ending prior to the next annual general meeting of the Company, offer shareholders the right to elect to receive further shares (whether or not of that class), credited as fully paid, instead of cash in respect of all or any part of such dividend or dividends declared in respect of any such financial period or periods.
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12. ORDINARY RESOLUTION
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Market Acquisitions
The Directors propose in the following resolution to permit the Company to make market acquisitions and to arrange tender offers of Ordinary Shares within certain conditions. This resolution succeeds the authority which was granted at last year's annual general meeting and which expires on the date of the forthcoming AGM.
The Chairman advised that the following votes had been received:
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For
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452,107,024
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99.67%
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Against
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1,496,185
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0.33%
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IT WAS RESOLVED that the Directors be, and hereby are, authorised to exercise their discretion under and in accordance with the Company's Articles of Incorporation and The Companies (Guernsey) Law, 2008, as amended to:
(a) make market acquisitions (within the meaning of The Companies (Guernsey) Law, 2008, as amended) of the Ordinary Shares issued or to be issued by the Company, PROVIDED THAT:
(i) the maximum number of Ordinary Shares authorised to be acquired is 14.99 per cent. of the Ordinary Shares in issue on the date of this resolution (excluding treasury shares);
(ii) the minimum price (exclusive of expenses) which may be paid for any Ordinary Share is 0.01p;
(iii) the maximum price (exclusive of expenses) which may be paid for any Ordinary Share is the amount equal to the higher of (i) 105 per cent. of the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is acquired (ii) the price of the last independent trade and (iii) the highest current independent bid at the time of acquisition;
(iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the date falling 18 months after the passing of this resolution or the next annual general meeting of the Company, whichever is the earlier; and
(v) the Company may make a contract to purchase its own 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 its own Ordinary Shares in pursuance of any such contract.
(b) make market acquisitions (within the meaning of The Companies (Guernsey) Law, 2008, as amended) of the Ordinary Shares issued or to be issued by the Company pursuant to one or more tender offers in accordance with the Prospectus and The Companies (Guernsey) Law, 2008, as amended PROVIDED THAT:
(i) the maximum number of Ordinary Shares authorised to be acquired is 15 per cent. of the Ordinary Shares in issue on the date of this resolution (excluding treasury shares);
(ii) the price which may be paid for any Ordinary Share shall be equal to 97 per cent. of the Net Asset Value per share as at the close of business on the relevant Calculation Date (as defined in the Prospectus); and
(iii) the authority hereby conferred shall (unless previously renewed or revoked) expire on the date falling 18 months after the passing of this resolution or the next annual general meeting of the Company, whichever is the earlier.
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13. SPECIAL RESOLUTION
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Aggregate Remuneration Cap
To approve the proposed increase in the Directors' aggregate remuneration cap from £250,000 to £350,000 effective from 1 April 2013.
The Chairman reported that the following votes had been received:
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For
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452,600,393
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99.74%
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Against
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1,186,905
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0.26%
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IT WAS RESOLVED that proposed increase in the Directors' aggregate remuneration cap from £250,000 to £350,000 effective from 1 April 2013, be and is hereby approved.
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14. SPECIAL RESOLUTION
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Partial disapplication of pre-emption rights
The Directors propose a partial disapplication of the pre-emption rights in order to allow the Company to issue new Ordinary shares. This is seeking re-approval for the disapplication which was approved at the EGM held on 22 March 2013 and allows the Company to issue Ordinary Shares at a premium to current net asset value per share by way of tap issues.
The Chairman reported that the following votes had been received:
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For
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452,221,099
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99.65%
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Against
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1,570,452
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0.35%
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IT WAS RESOLVED that the Directors be, and hereby are, empowered to allot (or sell Ordinary Shares held as treasury shares) up to 10.0 per cent of the Ordinary Shares of the Company in issue for cash as if Article 9 of the Company's Articles of Incorporation did not apply to the allotment or sale for the period expiring on the date falling 15 months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier PROVIDED THAT the Company may before such expiry, make an offer or agreement which would or might require Ordinary Shares to be allotted or sold after such expiry and Ordinary Shares may be allotted or sold in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
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