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Perpetual Inc&Growth (PLI)

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Tuesday 17 July, 2018

Perpetual Inc&Growth

Result of AGM

Perpetual Income and Growth Investment Trust plc

LEI: 549300UIWJ7E60WUQZ16

Result of AGM

Result of the Annual General Meeting of Perpetual Income and Growth Investment Trust plc held on 17 July 2018:

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 follows:

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



Votes Against


Votes Withheld

Ordinary resolutions:

1. 79,223,897 99.8 186,498 0.2 2,273
2. 78,385,587 98.8 943,524 1.2 83,558
3. 78,366,123 98.8 965,388 1.2 81,158
4. 73,884,241 93.1 5,467,919 6.9 60,508
5. 78,200,658 98.5 1,157,702 1.5 54,308
6. 79,263,761 99.9 91,894 0.1 57,014
7. 79,062,713 99.6 277,769 0.4 72,187
8. 79,101,236 99.7 241,687 0.3 69,746
9. 79,290,127 99.9 108,830 0.1 13,712
10. 79,303,512 99.9 92,520 0.1 16,637
11. 79,304,473 99.9 86,730 0.1 21,466

Special resolutions:

12. 79,243,391 99.8 147,321 0.2 21,957
13. 79,294,026 99.9 93,529 0.1 25,114
14. 78,038,106 98.3 1,365,993 1.7 8,570

Total Voting Rights were 240,432,350.

The full text of the resolutions passed is as follows:

Ordinary Resolutions:

The following Ordinary Resolutions were passed at the Annual General Meeting held on 11 July 2017:

1.     To receive the Annual Financial Report for the year ended 31 March 2018.

2.     To re-elect Victoria Cochrane a Director of the Company.

3.     To re-elect Alan Giles a Director of the Company.

4.     To re-elect Richard Laing a Director of the Company.

5.     To re-elect Bob Yerbury a Director of the Company.

6.     To elect Mike Balfour a Director of the Company.

7.     To approve the Directors’ remuneration policy as set out on page 31 of the 2018 annual financial report.

8.     To approve the Annual Statement and Report on Remuneration for the year ended 31 March 2018.

9.     To re-appoint Ernst & Young LLP as Auditor

10.   To authorise the Audit Committee to determine the auditor’s remuneration.

11.   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 £2,404,323, this being 10% of the Company’s issued ordinary share capital as at 30 May 2018, 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 17 July 2018:

12.   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 11 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 £2,404,323, this being 10% of the Company’s issued ordinary share capital as at 30 May 2018

and this power shall expire at the conclusion of the next AGM of the Company or the date 15 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 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 resolution.

13.   THAT:
the Company be generally and subject as hereinafter appears unconditionally authorised in accordance with Section 701 of the Companies Act 2006 as amended from time to time prior to the date of the passing of this resolution (the ‘Act’) to make market purchases (within the meaning of Section 693(4) of the Act) of its issued ordinary shares of 10p each in the capital of the Company (‘Shares’)

PROVIDED ALWAYS THAT

        (i)     the maximum number of Shares hereby authorised to be purchased shall be 36,040,809 shares, being 14.99% of the Company’s issued ordinary shares on the date of the Annual General Meeting;

        (ii)    the minimum price which may be paid for a Share shall be 10p;

        (iii)   the maximum price which may be paid for a Share must not be more than the higher of: (a) 5 per cent. above the average of the mid-market values of the Shares for the five business days before the purchase is made; or (b) that stipulated by the regulatory technical standards adopted by the EU pursuant to the Market Abuse Regulation from time to time;

        (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;

        (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; and

        (vii) any shares so purchased shall be cancelled or, if the Directors so determine and subject to the provisions of Sections 724 to 731 of the Act and any applicable regulations of the United Kingdom Listing Authority, be held (or otherwise dealt with in accordance with Section 727 or 729 of the Act) as treasury shares.

14.   THAT:
the period of notice required for general meetings of the Company (other than AGMs) shall be not less than 14 clear days notice.

Invesco Asset Management Limited
Corporate Company Secretary
17 July 2018


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