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Templeton Emerging Markets Investment Trust plc

AGM11 July 2019TEMFinancials

Templeton Emerging Markets Investment Trust PLC

11 July 2019


Result of Annual General Meeting


The Board of Templeton Emerging Markets Investment Trust PLC (the "Company") announces that, at the

Annual General Meeting of the Company held on 11 July 2019, all of the following resolutions were passed

by the requisite majority.


1. To receive and adopt the Directors’ and Auditor’s Reports and financial statements for the

year ended 31 March 2019.

2. To approve the Directors’ Remuneration Report for the year ended 31 March 2019.

3. To declare a final dividend of 11.00 pence per share for the year ended 31 March 2019.

4. To re-elect Paul Manduca as a Director.

5. To re-elect Beatrice Hollond as a Director.

6. To re-elect Charlie Ricketts as a Director.

7. To re-elect David Graham as a Director.

8. To re-elect Gregory E Johnson as a Director.

9. To re-elect Simon Jeffreys as a Director.

10. To appoint Ernst & Young LLP as auditor of the Company, to act until the conclusion of

the next general meeting of the Company at which audited accounts are laid before the

members.

11. To authorise the Directors to determine the auditor’s remuneration.

12. That, pursuant to Article 153.1 of the articles of association of the Company, the Company

shall continue in being as an Investment Trust for the period expiring at the end of the

annual general meeting of the Company to be held in 2024.

13. That, in substitution for any existing authority, the Directors be generally and

unconditionally authorised to allot equity securities (as defined in Section 560 of the

Companies Act 2006 (the “Act”)) pursuant to Section 551 of the Act, up to an aggregate

nominal amount of £3,123,077 (being an amount equal to 5% of the existing issued share

capital of the Company as at 22 May 2019, being the latest practicable date before the

date of this notice), provided that this authority shall, unless renewed, varied or revoked

by the Company, expire at the conclusion of the annual general meeting of the Company

to be held in 2020 save that the Company may, before such expiry, make offers or

agreements which would or might require equity securities to be allotted and the Directors



may allot equity securities in pursuance of such offer or agreement notwithstanding that

the authority conferred by this resolution has expired.

14. That, in substitution for any existing authority, subject to the passing of resolution 13, the

Directors be given the general power pursuant to sections 570 and 573 of the Act to allot

equity securities (as defined by Section 560 of the Act) for cash pursuant to the authority

conferred by resolution 13, and/or to sell equity securities held as treasury shares for

cash pursuant to Section 727 of the Act, in each case as if Section 561(1) of the Act did

not apply to any such allotment or sale, provided that this power shall be limited to: (a)

any such allotment and/or sale of equity securities in connection with an offer or issue by

way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed

by the directors, to holders of ordinary shares (other than the Company) on the register

on any record date fixed by the directors in proportion (as nearly as may be) to the

respective number of ordinary shares deemed to be held by them, subject to such

exclusions or other arrangements as the directors may deem necessary or expedient in

relation to fractional entitlements, legal or practical problems arising in any overseas

territory, the requirements of any regulatory body or stock exchange or any other matter

whatsoever; and (b) any such allotment and/or sale, otherwise than pursuant to sub-

paragraph (a) above, of equity securities having, in the case of ordinary shares, an

aggregate nominal value or, in the case of other equity securities, giving the right to

subscribe for or convert into ordinary shares having an aggregate nominal value, not

exceeding the sum of £3,123,077 (being an amount equal to 5% of the existing issued

share capital of the Company as at 22 May 2019, being the latest practicable date

before the date of this notice). The power granted by this resolution will expire on

conclusion of the annual general meeting of the Company to be held in 2020 (unless

renewed, varied or revoked by the Company prior to or on such date) save that the

Company may, before such expiry, make offers or agreements which would or might

require equity securities to be allotted or equity securities held as treasury shares to be

sold after such expiry and the Directors may allot and/or sell equity securities held as

treasury shares in pursuance of any such offer or agreement notwithstanding that the

power conferred by this resolution has expired.

15. That, in substitution for any existing authority, the Company be and is hereby authorised

in accordance with Section 701 of the Companies Act 2006 to make market purchases

(within the meaning of Section 693(4) of the Companies Act 2006), of its ordinary of

shares of 25 pence each in the capital of the Company (“shares”) provided that:

(i) the maximum number of shares hereby authorised to be purchased shall not

exceed 14.99 per cent of the shares in issue on 11 July 2019, or 37,451,945

shares, whichever is lower;

(ii) the minimum price which may be paid for a share shall be 25 pence;



(iii) the maximum price which may be paid (excluding expenses) for a share shall not

be more than the higher of: (a) an amount equal to 105 per cent of the average of

the closing mid-market price of shares (as derived from the daily Official List of

the London Stock Exchange) for the five business days immediately preceding

the date of purchase; and (b) the higher of the last independent trade price and

the highest current independent purchase bid price on the London Stock

Exchange; and

(iv) unless renewed, the authority hereby conferred shall expire on the conclusion of

the annual general meeting of the Company to be held in 2020, save that the

Company may, and prior to such expiry, enter into a contract to purchase shares

which will or may be completed wholly or partly after such expiry.

16. That a general meeting, other than an annual general meeting, may be called on not

less than 14 clear days’ notice.

Resolutions 1 – 16 were passed on a show of voting cards. A breakdown of the proxy votes registered is

shown below.




Resolution Votes for (including

votes at the

discretion of the

Chairman)


Votes Against Votes Withheld

Ordinary Resolutions

1 140,267,115 106,680 1,037,582

2 140,099,924 221,190 1,090,263

3 140,384,009 7,111 1,020,257

4 134,115,449 6,226,703 1,069,224

5 137,124,115 3,220,799 1,066,463

6 140,316,860 25,587 1,068,930

7 140,311,272 30,257 1,069,848

8 105,158,536 35,186,065 1,066,776

9 137,122,954 3,222,470 1,065,953

10 140,274,745 91,453 1,045,179

11 140,319,726 33,540 1,058,111

Special Business –

Ordinary Resolutions


12 141,335,362 46,963 29,901

13 140,285,233 72,805 1,053,339

Special Resolutions

14 140,183,036 144,965 1,083,376

15 140,238,776 134,737 1,037,864

16 139,078,256 1,286,924 1,046,197


The Board notes the outcome of the votes in relation to Resolution 8 concerning the re-election of Gregory

Johnson, in which a substantial minority of proxy votes against Mr Johnson's re-election were submitted.

The Board understands that some shareholders have a policy of voting against re-election of any non-

independent directors of investment trusts.



The independent directors remain of the view that Mr. Johnson is able to make a valuable contribution to

the Company in his capacity as a director and that there are sufficient procedures in place to manage the

inherent conflict of interest that his appointment gives rise to. That being said, the Board will engage with

shareholders who voted against this resolution to discuss their concerns and, in accordance with its

obligations under the AIC Code, the Company will provide an update following that engagement with

shareholders within the next six months and a final summary in its next annual report.


For information please contact Winterflood Securities (Corporate Broker) Neil Langford on + 44 (0) 20

3100 0160.

END OF ANNOUNCEMENT

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