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Invesco Inc Grth Tst (IVI)

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Thursday 04 August, 2011

Invesco Inc Grth Tst

Result of AGM

Invesco Income Growth Trust plc

Result of AGM

Result of the Annual General Meeting of Invesco Income Growth Trust plc held on

4 August 2011:

All of the resolutions put to shareholders at the Meeting were passed by show
of hands.

Proxy votes lodged with the Registrar in respect of each resolution were as

         Resolution           Votes For       Votes Against      Votes Withheld
                    (including votes at                                        
                      the discretion of                                        
                          the Chairman)                                        

Ordinary resolutions:

                 1.           7,214,235                   -              48,958
                 2.           7,166,276              65,621              31,296
                 3.           6,832,787             399,109              31,296
                 4.           7,223,730               4,367              35,096
                 5.           7,224,330               7,567              31,296
                 6.           7,215,500              33,367              14,326
                 7.           7,263,193                   -                   -
                 8.           7,254,767                   -               8,426
                 9.           7,245,323              17,200                 670

Special resolutions:

                10.           7,146,621              76,476              40,096
                11.           7,192,577              65,650               4,966
                12.           7,209,480              47,543               6,170

Total Voting Rights were 58,551,530.

The full text of the resolutions passed was as follows:

Ordinary Resolutions:

The following Ordinary Resolutions were passed at the Annual General Meeting
held on 4 August 2011:

1. To receive and adopt the Report of the Directors and Financial Statements
for the year ended 31 March 2011.

2. To re-elect John McLachlan a Director of the Company.

3. To re-elect Chris Hills a Director of the Company.

4. To re-elect Jonathan Silver a Director of the Company.

5. To elect Davina Curling a Director of the Company.

6. To receive and adopt the Directors' Remuneration Report.

7. To declare a final dividend as recommended.

8. To re-appoint the Auditor and to authorise the Directors to determine the
Auditor's remuneration.

9. That the Directors be generally and unconditionally authorised in accordance
with section 551 of the Companies Act 2006 as amended from time to time prior
to the date of the passing of this resolution (`the Act') to exercise all
powers of the Company to allot relevant securities (as defined in that section)
up to an aggregate nominal amount (within the meaning of sections 551(3) and
(6) of the Act) of £4,879,294, such authority to expire at the conclusion of
the next AGM of the Company or the date fifteen months after the passing of
this resolution, whichever is the earlier, but so that this authority shall
allow the Company to make offers or agreements before the expiry of this
authority which would or might require relevant securities to be allotted after
such expiry as if the authority conferred by this resolution had not expired.

Special Resolutions:

The following Special Resolutions were passed at the Annual General Meeting
held on 4 August 2011:

10. That the Directors be [and they are hereby] empowered, in accordance with
sections 570 and 573 of the Companies Act 2006 as amended from time to time
prior to the date of the passing of this resolution (`the Act') to allot equity
securities for cash, either pursuant to the authority given by resolution 9 set
out above or (if such allotment constitutes the sale of relevant shares which,
immediately before the sale, were held by the Company as treasury shares)
otherwise, as if section 561 of the Act did not apply to any such allotment,
provided that this power shall be limited:

(a) to the allotment of equity securities in connection with a rights issue in
favour of all holders of a class of equity securities where the equity
securities attributable respectively to the interests of all holders of
securities of such class are either proportionate (as nearly as may be) to the
respective numbers of relevant equity securities held by them or are otherwise
allotted in accordance with the rights attaching to such equity securities
(subject in either case to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation to fractional
entitlements or legal or practical problems under the laws of, or the
requirements of, any regulatory body or any stock exchange in any territory or
otherwise); and

(b) to the allotment (otherwise than pursuant to a rights issue) of equity
securities up to an aggregate nominal amount of £1,463,788.

and this power shall expire at the conclusion of the next AGM of the Company or
the date fifteen months after the passing of this resolution, whichever is the
earlier, but so that this power shall allow the Company to make offers or
agreements before the expiry of this power which would or might require equity
securities to be allotted after such expiry as if the power conferred by this
resolution had not expired; and so that words and expressions defined in or for
the purposes of Part 17 of the Act shall bear the same meanings in this

11. That the Company be generally and subject as hereinafter appears
unconditionally authorised in accordance with section 701 of the Companies Act
2006 (`the Act') to make market purchases (within the meaning of section 693(4)
of the Act) of its issued ordinary shares of 25p each in the capital of the
Company (`Shares') Provided always that

(i) the maximum number of Shares hereby authorised to be purchased shall be

(ii) the minimum price which may be paid for a Share shall be 25p;

(iii) the maximum price which may be paid for a Share shall be an amount equal
to 105% of the average of the middle market quotations for a Share taken from
and calculated by reference to the London Stock Exchange Daily Official List
for five business days immediately preceding the day on which the Share is

(iv) any purchase of Shares will be made in the market for cash at prices below
the prevailing net asset value per Share (as determined by the Directors);

(v) the authority hereby conferred shall expire at the conclusion of the next
AGM of the Company or, if earlier, on the expiry of 15 months from the passing
of this resolution unless the authority is renewed at any other general meeting
prior to such time; and

(vi) the Company may make a contract to purchase Shares under the authority
hereby conferred prior to the expiry of such authority which will be executed
wholly or partly after the expiration of such authority and may make a purchase
of Shares pursuant to any such contract.

12. That the period of notice required for general meetings of the Company
(other than Annual General Meetings) shall be not less than 14 clear days'

Invesco Asset Management Limited


Paul Griggs
Andrew Watkins
020 7065 4000

4 August 2011


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