28 October 2024
City of London Investment Group plc
("City of London" or the "Company")
Result of Annual General Meeting
and
Board and Committee change
City of London announces that, at the Annual General Meeting ("AGM") of the Company held on 28 October 2024:
Resolutions 1 to 10 as set out in the Notice of AGM dated 23 September 2024 were passed following a poll on each resolution.
Resolutions 1 to 9 were proposed as Ordinary Resolutions and resolution 10 was proposed as Special Resolution.
The table below details votes cast on each resolution.
| | Votes For | % | Votes Against | % | Total Votes (excluding withheld) | Votes Withheld | % of Issued Share Capital Voted |
| Ordinary Resolutions | |||||||
| Resolution 1: To receive the Directors' Report and accounts | 18,192,821 | 99.95% | 9,450 | 0.05% | 1,045,207 | 18,202,271 | 35.92% |
| Resolution 2: To approve the Directors' Remuneration Report | 17,381,872 | 97.08% | 523,320 | 2.92% | 1,282,888 | 17,905,192 | 35.33% |
| Resolution 3: To declare a final dividend of 22p per Ordinary Share of 1p each in the Company ("Ordinary Shares"), payable on 7 November 2024 | 18,228,102 | 99.99% | 2,327 | 0.01% | 1,022,679 | 18,230,429 | 35.97% |
| Resolution 4: To re-elect Thomas Griffith as a Director | 17,909,947 | 98.57% | 259,348 | 1.43% | 1,071,590 | 18,169,295 | 35.85% |
| Resolution 5: To re-elect Rian Dartnell as a Director | 17,348,193 | 95.50% | 817,720 | 4.50% | 1,074,295 | 18,165,913 | 35.84% |
| Resolution 6: To re-elect Peter Roth as a Director | 17,769,256 | 97.81% | 397,214 | 2.19% | 1,073,849 | 18,166,470 | 35.85% |
| Resolution 7: To elect Sarah Ing as a Director | 18,129,579 | 99.86% | 24,968 | 0.14% | 1,083,388 | 18,154,547 | 35.82% |
| Resolution 8: To re-appoint Grant Thornton UK LLP as auditors of the Company | 10,212,784 | 96.67% | 352,219 | 3.33% | 17,479,570 | 10,565,003 | 20.85% |
| Resolution 9: To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors | 10,283,951 | 96.94% | 325,121 | 3.06% | 17,435,501 | 10,609,072 | 20.93% |
| Special Resolution | |||||||
| Resolution 10: That the trustees of City of London Employee Benefit Trust be authorised to hold Ordinary Shares in the capital of the Company from time to time, for and on behalf of the Employee Share Ownership Plan and Employee Incentive Plan, up to a maximum in aggregate equal to 10% of the issued Ordinary Share capital of the Company | 18,179,197 | 99.94% | 10,624 | 0.06% | 1,055,168 | 18,189,821 | 35.89% |
Notes:
| 1) Following the completion of the merger with Karpus Management, Inc. on 1 October 2020, the Company has a "Controlling Shareholder Group", which has agreed to limit their voting rights to the lower of: (i) the number of shares held by them; and (ii) 24.99 per cent. of the votes cast on any resolution by all shareholders. The Controlling Shareholder Group cast votes in excess of 24.99 per cent. of the votes cast on the resolutions by all shareholders and, accordingly, the number of votes stated above as being cast "in favour", "against" and those "withheld" have been reduced accordingly. |
| 2) The total number of Ordinary Shares of 1p each in the Company in issue at close of business on 24 October 2024 and the number used for the percentage of issued share capital voted was 50,679,095. |
| 3) The percentage of issued share capital voted calculation uses total votes cast (including votes withheld) as adjusted per the Controlling Shareholder Group calculation detailed in point 1, above. |
| 4) The votes "for" include those giving the Chair of the AGM discretion. |
| 5) Votes "for" and "against" are expressed as a percentage of the number in the total votes cast column (excluding votes withheld). |
| 6) The percentages above are rounded to two decimal places. |
| 7) A vote withheld is not a vote in law and is not counted in the calculation of votes "for" or "against" a resolution. |
Resolutions 5, 6, and 7 related to the election and re-election of the Independent Directors. Under the Listing Rules, because the Controlling Shareholder Group together control in concert more than 30 per cent. of the voting rights of the Company (even though they have agreed to limit their voting rights as stated above), the re-election of an Independent Director by shareholders must be approved by a majority of both: (i) the shareholders of the Company; and (ii) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Independent Directors who are not part of the Controlling Shareholder Group). The Company has separately counted the number of votes cast by the independent shareholders in favour of resolutions 5, 6, and 7 and has determined that, in each case, the second threshold referred to in (ii) above has also been met. Notes 4 to 7 above also apply to the following table.
| Resolution | Votes For | % | Votes Against | % | Votes Total (excluding withheld) | Votes Withheld |
| Resolution 5: To re-appoint Rian Dartnell as a Director | 10,608,321 | 92.84% | 817,720 | 7.16% | 1,071,590 | 11,426,041 |
| Resolution 6: To re-appoint Peter Roth as a Director | 11,029,273 | 96.52% | 397,214 | 3.48% | 1,074,295 | 11,426,487 |
| Resolution 7: To appoint Sarah Ing as a Director | 11,391,980 | 99.78% | 24,968 | 0.22% | 1,073,849 | 11,416,948 |
In accordance with Listing Rule 6.4.2R, copies of the resolutions comprising special business have been made available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
| City of London also announces that as a result of Tazim Essani not seeking re-election at today's AGM, she will cease to be a Director of the Company forthwith, and Sarah Ing, having been elected as a Director of the Company, shall become Chair of the Remuneration Committee with immediate effect. |
For further information, please visit http://www.clig.co.uk/ or contact:
Tom Griffith, CEO
City of London Investment Group PLC
Tel: 001-610-380-0435
Martin Green, James Hornigold
Zeus Capital Limited
Financial Adviser & Broker
Tel: +44 (0)20 3829 5000
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