Result of AGM and GM
Downing Strategic Micro-Cap Investment Trust plc
LEI: 213800QMYPUW4POFFX69
Results of Annual General Meeting and General Meeting
6 July 2023
Annual General Meeting
The Board of Downing Strategic Micro-Cap Investment Trust plc is pleased to announce the results of the Annual General Meeting, held at 12:00 pm on 6 July 2023, at which all resolutions were passed.
Details of the proxy votes in respect of the resolutions passed at the Annual General Meeting received as at 12:00pm on 4 July 2023, 48 hours before the time of the meeting (excluding weekends), by Computershare are set out below:
| For | Against | Discretion | |||||
| Res | Description | Votes | % Votes Cast | Votes | % Votes Cast | Votes | % Votes Cast |
| 1 | REPORT AND STATEMENTS | 16,961,644 | 99.60 | 22,010 | 0.13 | 46,835 | 0.27 |
| 2 | REMUNERATION REPORT | 16,895,317 | 99.27 | 77,344 | 0.45 | 46,835 | 0.28 |
| 3 | RE-ELECT ROBERT LEGGET | 16,912,883 | 99.35 | 64,278 | 0.38 | 46,835 | 0.27 |
| 4 | RE-ELECT WILLIAM DAWKINS | 16,917,883 | 99.38 | 59,278 | 0.35 | 46,835 | 0.27 |
| 5 | RE-APPOINT BDO LLP | 16,938,124 | 99.46 | 45,530 | 0.27 | 46,835 | 0.27 |
| 6 | AUDITORS REMUNERATION | 16,951,269 | 99.53 | 32,385 | 0.19 | 46,835 | 0.28 |
| 7 | ALLOT SHARES | 16,916,504 | 99.33 | 67,150 | 0.39 | 46,835 | 0.28 |
| 8 | PRE-EMPTIONS RIGHTS | 16,715,851 | 98.16 | 266,603 | 1.57 | 46,835 | 0.27 |
| 9 | MAKE MARKET PURCHASES | 16,933,405 | 99.43 | 50,249 | 0.30 | 46,835 | 0.27 |
General Meeting
The Board is also pleased to announce that, at the general meeting of the Company held earlier today, the special resolution (the "Resolution") relating to (i) the making of certain off-market purchases by the Company of its own shares, (ii) the waiver and release of certain claims which the Company has or may have against its past and present directors and approval thereof as a related party transaction as required by the FCA's Listing Rules, and (iii) the ratification of the issue of shares by the Company on its launch in May 2017, all as detailed in the circular to shareholders dated 9 June 2023 (the "Circular"), was duly passed by Shareholders.
Terms used but not defined in this announcement shall have the meaning given to them in the Circular unless the context otherwise requires.
Details of the number of proxy votes cast for, against and withheld in respect of the Resolution, which was voted on by way of a poll, are set out below and will also be published on the Company's website.
| For | Against | ||||
| Description | Votes | % Votes Cast | Votes | % Votes Cast | |
| That: a) the Company be and is hereby authorised to appropriate the relevant distributable profits of the Company to the payment of each of the Ordinary Share Buy-backs; b) the Company be and is hereby authorised to enter into the Directors' Deeds of Release; c) the Company be and is hereby authorised to enter into the Buy-back Deeds; d) the Company's entry into the Directors' Deed of Release be and is hereby approved as a related party transaction for the purposes of the FCA's Listing Rules; and e) the Relevant Share Issue is hereby ratified, confirmed and adopted. | 16,979,228 | 99.81 | 31,749 | 0.19 | |
The full text of the Resolution can be found in the Notice contained in the Circular.
Related Party Transaction
The Board also announces that, following the passing of the Resolution and in accordance with the terms of the Circular, the Company has today entered into the Directors' Deed of Release. The entry by the Company into the Directors’ Deed of Release and consequential waiver of any rights of the Company to make claims against past and present directors in respect of the Relevant Share Buy‐backs and the Relevant Share Issue constitutes a related party transaction under the Listing Rules. This is because Hugh Aldous, Linda Bell, William Dawkins and Robert Legget are considered related parties of the Company under the Listing Rules, being persons who are directors of the Company and who will be beneficiaries under, and are therefore interested in, the Directors’ Deed of Release.
Resolutions available for inspection
In accordance with Listing Rule 9.6.2R, a copy of the resolutions passed at the Annual General Meeting and the General Meeting will be submitted to the National Storage Mechanism and will shortly be available for viewing at:
Enquiries:
| Hugh Aldous | Grant Whitehouse |
| Chairman | Company Secretary |
| 020 7416 7780 | 020 7630 4333 |
