Result of AGM
15 Novembre 2011 - 6:20PM
UK Regulatory
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Invesco Perpetual Select Trust plc
Result of AGM
Result of the Annual General Meeting of Invesco Perpetual Select Trust plc held
on
15 November 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
follows:
Resolution Votes For Votes Against Votes Withheld
(including votes at
the discretion of
the Chairman)
Ordinary resolutions:
1. 22,164,291 - -
2. 22,124,286 29,729 10,274
3. 22,163,678 612 -
4. 22,164,291 - -
5. 22,164,291 - -
6. 22,157,143 7,147 -
Special resolutions:
7. 22,153,049 7,147 4,094
8. 22,146,352 7,799 10,139
9. 22,147,908 16,382 -
Total Voting Rights were 93,019,402.
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 15 November 2011:
1. To receive and adopt the Report of the Directors and Financial Statements
for the year ended 31 May 2011.
2. To approve the Directors' Remuneration Report.
3. To re-elect Sir Michael Bunbury a Director of the Company.
4. To re-elect David Rosier a Director of the Company.
5. To re-appoint Ernst & Young LLP as Auditor to the Company and authorise the
Directors to determine their remuneration.
6. THAT:
the Directors be and they are hereby generally and unconditionally authorised,
for the purpose of section 551 of the Companies Act 2006 as amended from time
to time prior to the date of passing this resolution (`2006 Act') to exercise
all the powers of the Company to allot relevant securities (as defined in
sections 551(3) and (6) of the 2006 Act) up to an aggregate nominal amount
equal to GBP1,000,000 of UK Equity Shares, GBP1,000,000 of Global Equity Shares, GBP
1,000,000 of Hedge Fund Shares and GBP1,000,000 of Managed Liquidity Shares,
provided that this authority shall expire at the conclusion of the next AGM of
the Company or the date falling fifteen months after the passing of this
resolution, whichever is the earlier, but so that such 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 and the Directors may allot relevant securities in pursuance of such
offers or agreements as if the power conferred hereby had not expired.
Special Resolutions:
The following Special Resolutions were passed at the Annual General Meeting
held on 15 November 2011:
7. 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 (`2006 Act') to allot Shares in each
class (UK Equity, Global Equity, Hedge Fund and Managed Liquidity) for cash,
either pursuant to the authority given by resolution 6 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 2006 Act did not apply to any such allotment, provided that
this power shall be limited:
(a) to the allotment of Shares in connection with a rights issue in favour of
all holders of a class of Share where the Shares attributable respectively to
the interests of all holders of Shares of such class are either proportionate
(as nearly as may be) to the respective numbers of relevant Shares held by them
or are otherwise allotted in accordance with the rights attaching to such
Shares (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);
(b) to the allotment (otherwise than pursuant to a rights issue) of equity
securities up to an aggregate nominal amount of GBP39,510 of UK Equity Shares, GBP
31,785 of Global Equity Shares, GBP10,597 of Hedge Fund Shares and GBP8,182 of
Managed Liquidity Shares; and
(c) to the allotment of equity securities at a price of not less than the net
asset value per Share as close as practicable to the allotment or sale.
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 2006 Act shall bear the same meanings in this
resolution.
8. 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 passing this resolution (`2006 Act') to
make market purchases (within the meaning of section 693(4) of the 2006 Act) of
its issued Shares in each Share class (UK Equity, Global Equity, Hedge Fund and
Managed Liquidity).
PROVIDED ALWAYS THAT
(i) the maximum number of Shares hereby authorised to be purchased shall be
14.99% of each class of the Company's share capital at 15 November 2011, the
date of the Annual General Meeting (equivalent, at 27 September 2011, to
5,922,606 UK Equity Shares, 4,764,667 Global Equity Shares, 1,588,611 Hedge
Fund Shares and 1,226,539 Managed Liquidity Shares);
(ii) the minimum price which may be paid for a Share shall be 1p;
(iii) the maximum price which may be paid for a Share in each Share class 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 purchased;
(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.
9. THAT:
the period of notice required for general meetings of the Company (other than
AGMs) shall be not less than 14 days'.
Invesco Asset Management Limited
Contact: Paul Griggs
Andrew Watkins
020 7065 4000
15 November 2011
END
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