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The Diverse Income Trust Plc - Result of AGM

·5-min read

THE DIVERSE INCOME TRUST PLC (the “Company”)

Result of Annual General Meeting

The Company is pleased to announce that at the Annual General Meeting held on 14 October 2020 all resolutions were passed by a poll, including the following resolutions:

Resolution 12 (ordinary resolution): To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006.

Resolution 13 (special resolution): To authorise the Directors to allot ordinary shares for cash pursuant to Sections 570 and 573 of the Companies Act 2006 otherwise than in accordance with statutory pre-emption rights.

Resolution 14 (special resolution): To authorise the Directors to make market purchases of the Company’s own shares.

Resolution 15 (special resolution): To hold general meetings (other than annual general meetings) on 14 clear days’ notice.

The proxy votes received in relation to all resolutions were as follows:

Resolutions

Votes For

Votes Against

Votes at Chairman’s Discretion

Votes Withheld

Resolution 1 -
Approval of Annual Report

136,384,593

26,866

12,199

4,177

Resolution 2 – Approval of Remuneration Report

136,205,211

154,764

12,199

55,661

Resolution 3 – Approval of Remuneration Policy

136,168,240

181,012

12,199

54,384

Resolution 4 – Re-election Mr Bell

135,928,140

471,319

12,199

4,177

Resolution 5 – Re-election Mr Craig

111,386,418

25,013,041

12,199

4,177

Resolution 6 – Re-election Ms Kemsley-Pein

136,281,974

117,485

12,199

4,177

Resolution 7 – Election Ms McGrade

111,378,666

25,013,041

12,199

11,929

Resolution 8 – Re-election Mr Thomson

134,614,188

1,785,271

12,199

4,177

Resolution 9 – Appointment of BDO as Auditor

136,256,563

120,497

12,199

26,576

Resolution 10 – Auditor Remuneration

136,281,974

117,485

12,199

4,177

Resolution 11 – Dividend of 1.05p per share

136,368,365

4,846

38,447

4,177

Resolution 12 – Authority to allot shares

136,260,399

112,812

38,447

4,177

Resolution 13 – Disapplication of pre-emption rights

136,207,611

180,979

12,199

15,046

Resolution 14 – Authority to make market purchases

111,440,025

24,959,434

12,199

4,177

Resolution 15 – 14 days’ notice period for GM

134,642,133

1,732,326

12,199

29,177

In relation to Resolution 14, the Board notes that votes representing 18.30% of total votes cast were received against the market standard share buyback resolution, following the recommendation of Pensions and Investment Research Consultants Limited ("PIRC"), a proxy adviser. The UK Corporate Governance Code notes that where a significant proportion of votes have been cast against a resolution at a general meeting, a company should explain what actions it has taken to understand the reasons behind the vote. The Company, via its corporate broker, is consulting with the largest shareholder who voted against this resolution. Certain shareholders have indicated that they remain in favour of the Company's approach to buybacks, in spite of PIRC's recommendation to vote against this resolution.

In relation to Resolution 5, the Board notes that votes representing 18.34% of total votes cast were received against Mr Craig’s re-election as a Director of the Company, following the recommendation of PIRC. PIRC does not consider Mr Craig to be independent as he has served on the Board longer than 9 years and is connected with Old Mutual Global Investors Limited, a substantial shareholder of the Company. As set out on page 36 of the Company’s Annual Report, the Board does not consider that a Director’s tenure necessarily reduces his or her ability to act independently and that phased refreshment of the Board is ongoing. Furthermore, the Board has in place agreed procedures which do not permit any Director with a potential conflict of interest to vote on issues relating to that potential conflict. Having considered these points and taking into Mr Craig’s conduct in Board meetings, the Board considers him to be independent.

The Company will seek to engage with the relevant shareholders who voted against the resolution, in order to understand the reasons for their votes and address their concerns.

In relation to Resolution 7, the Board notes that votes representing 18.34% of total votes cast were received against Ms McGrade’s election as a Director of the Company, following the recommendation of PIRC. PIRC does not consider Ms McGrade to be independent as she is a non-executive director of M&G Securities Ltd, a significant shareholder in the Company. The Board of The Diverse Income Trust Plc has in place agreed procedures which do not permit any Director with a potential conflict of interest to vote on issues relating to that potential conflict and therefore the Board considers Ms McGrade to be independent.

The Company will seek to engage with the relevant shareholders who voted against the resolution, in order to understand the reasons for their votes and address their concerns.

A copy of the full text of Resolutions 12 to 15 will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism

A presentation by Gervais Williams of Premier Portfolio Managers Limited is available on the Company's website at www.mitongroup.com/dit.

LEI: 2138005QFXYHJM551U45