UK SELECT TRUST LIMITED
Registered No: 475
Results of the Annual General Meeting - 1 July 2011 at 11.30 a.m.
The Board of Directors of the Company is pleased to announce that, at the Fifty Second Annual General Meeting of the Company held on 1 July 2011, the following Resolutions were approved by shareholders:
1. To receive and adopt the Directors' report and financial statements for the period ended 31 December 2010.
2. To authorise the implementation by the Directors of the provisions of article 133 of the Company's Articles of Association in respect of any dividend (or part thereof) in respect of the financial year of the Company ending 31 December 2010, or by way of an interim dividend in respect of the financial year of the Company ending 31 December 2011
3. To re-elect Mr D R Maltwood as a Director in accordance with Article 97 of the Company's Articles of Association.
4. To re-elect Mr J G West as a Director in accordance with Article 97 of the Company's Articles of Association.
5. To re-appoint Deloitte LLP as Auditors.
6. Toconsider, and if thought fit, approve the renewal of the unconditional and general authorisation of the Company authorised by the fiftieth first Annual General meeting held on 1 July 2010, so that the Company is generally and unconditionally authorised in accordance with the Companies (Purchase of Own Shares) Ordinance 1998 to make market purchases (within the meaning of Section 5 of the said Ordinance) of its own ordinary shares out of distributable profits subject as follows:
(a) The maximum number of shares hereby authorised to be purchased is 39,065,836 (representing 14.9% of the number of shares of the Company in issue on 31 December 2010);
(b) The maximum price which may be paid for such shares is, as for a share which the Company contracts to purchase on any day, a sum equivalent to 105% of the average of the middle market quotation for the ordinary shares of the Company in the daily official list of the London Stock Exchange or the 5 business days immediately proceeding the day;
(c) Any purchase of shares will be made in the market for cash at prices below the prevailing asset value per share;
(d) The minimum price which may be paid for such shares is 10p; and
(e) The authority conferred by this resolution shall expire at the conclusion of the fifty third Annual General Meeting of the Company or 30th September 2012, whichever is earlier.
7. To consider, and if thought fit, approve the following Resolution which will be proposed as a Special Resolution:
"To authorise the amendment of Article 133 of the Company's Articles of Incorporation to clarify the procedure for implementing the issue of shares in lieu of dividend and to permit the transfer of shares out of treasury in satisfaction of such dividend as follows:
The Articles of Incorporation of the Company be amended by:
(a) Amending the first paragraph of Article 133 (b); and
(b) Adding a new Article 133 (c);
Such that in its entirety Article 133 will read as follows:
"SHARES IN LIEU OF DIVIDEND
133 (a) This Article shall apply only to dividends paid in any financial period during which (whether before or after the announcement of the dividend but prior to the due date for payment thereof) a resolution shall have been passed by the Company in General Meeting authorising the Directors to implement the following provisions of this Article.
(b) In respect of any dividend declared, paid, recommended or proposed to be declared, paid or recommended whether by the Directors or the Company in General Meeting (and provided that an adequate number of unissued Ordinary Shares are available for the purpose), the Directors shall determine and announce, contemporaneously with or following their announcement of the dividend in question and any related information as to the Company's profits for such financial period of part thereof, that Ordinary Shareholders will be entitled to elect to receive in lieu of such dividend (or part thereof) an allotment of additional Ordinary Shares credited as fully paid up. In any such case the following provisions shall apply:
(i) The basis of allotment shall be determined by the Directors so that, as nearly as may be considered convenient, the value (calculated by reference to the average quotation) of the additional Ordinary Shares (including any fractional entitlement) to be allotted in lieu of any amount of dividend shall equal such amount. For such purpose the "average quotation" of an Ordinary Share shall be the average of the means of quotation on the Stock Exchange Daily Official List, on the first five business days on which the Ordinary Shares are quoted ex the relevant dividend.
(ii) The Directors, after determining the basis of allotment, shall give notice in writing to the Ordinary Shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective.
(iii) The dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on Ordinary Shares in respect whereof the share election has been duly exercised (the "Elected Ordinary Shares"), and in lieu thereof additional Ordinary Shares shall be allotted to the holders of the Elected Ordinary Shares on the basis of allotment determined as aforesaid, and for such purpose the Directors shall capitalise, out of such of the sums standing to the credit reserves (including any Share Premium Account or Capital Redemption Reserve Fund) or profit and loss account as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on such basis, and shall apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to and amongst the holders of the Elected Ordinary Shares on such basis.
(iv) The additional Ordinary Shares so allotted shall rank pari passu in all respect with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend (or share election in lieu).
(v) The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions as they think fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded or rounded up or down or the benefit of fractional entitlements accrued to the Company rather than to the members concerned). The Directors may authorise any person to enter on behalf of all the members interested into an agreement with the company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.
(c) Notwithstanding the foregoing, the Directors may, in their absolute discretion, satisfy elections made by Ordinary Shareholders to receive in lieu of such dividends (or part thereof) an allotment of additional Ordinary Shares credited as fully paid up by transferring to the relevant Ordinary Shareholder an appropriate number of Ordinary Shares held by the Company as treasury shares in accordance with these articles. The provisions above in relation to the allotment of additional Ordinary Shares in lieu of dividend shall apply (mutatis mutandis) to the transfer of Ordinary Shares from treasury as if such transfer were an allotment of additional Ordinary Shares."
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