Result of AGM
At the City of London Investment Group PLC's Annual General Meeting on October 27, 2025, all resolutions (1 to 16) were passed. Resolution 4 approved a final dividend of 22p per ordinary share, payable on November 6, 2025. Resolutions 5, 6, 7, and 8 concerned the election and re-election of directors, with votes for Rian Dartnell at 15,124,540, Peter Roth at 15,339,624, Sarah Ing at 15,108,952 and Ben Stocks at 15,745,460. Resolution 9 saw the re-appointment of Grant Thornton UK LLP as auditors. The total number of ordinary shares in issue at close of business on October 23, 2025, was 50,679,095.
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Resolutions 1 to 16 as set out in the Notice of AGM dated 15 September 2025 were passed following a poll on each resolution.
The table below details votes cast on each resolution.
| Votes For | % | Votes Against | % | Votes Withheld | Total Votes (excluding withheld) | % of Issued Share Capital Voted | |
|---|---|---|---|---|---|---|---|
| Ordinary Resolutions | |||||||
| Resolution 1 : To receive the Directors' Report and accounts | 16,011,736 | 99.89% | 18,170 | 0.11% | 13,870 | 16,029,906 | 31.63% |
| Resolution 2 : To approve the Directors' Remuneration Report | 15,662,401 | 97.95% | 327,909 | 2.05% | 45,549 | 15,990,310 | 31.55% |
| Resolution 3 : To approve the Directors' Remuneration Policy | 15,595,627 | 97.57% | 388,247 | 2.43% | 50,698 | 15,983,874 | 31.54% |
| Resolution 4 : To declare a final dividend of 22p per Ordinary Share of 1p each in the Company (" Ordinary Shares "), payable on 6 November 2025 | 16,030,290 | 99.93% | 10,460 | 0.07% | 5,194 | 16,040,750 | 31.65% |
| Resolution 5 : To re-elect Rian Dartnell as a Director | 15,124,540 | 94.42% | 893,895 | 5.58% | 23,047 | 16,018,435 | 31.61% |
| Resolution 6 : To re-elect Peter Roth as a Director | 15,339,624 | 95.76% | 678,811 | 4.24% | 23,047 | 16,018,435 | 31.61% |
| Resolution 7 : To re-elect Sarah Ing as a Director | 15,108,952 | 94.33% | 908,978 | 5.67% | 23,451 | 16,017,930 | 31.61% |
| Resolution 8 : To elect Ben Stocks as a Director | 15,745,460 | 98.30% | 272,975 | 1.70% | 23,047 | 16,018,435 | 31.61% |
| Resolution 9 : To re-appoint Grant Thornton UK LLP as auditors of the Company | 16,001,929 | 99.79% | 33,402 | 0.21% | 9,529 | 16,035,331 | 31.64% |
| Resolution 10 : To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors | 16,003,040 | 99.80% | 31,751 | 0.20% | 9,961 | 16,034,791 | 31.64% |
| Resolution 11: To authorise the Directors to allot shares | 15,687,877 | 97.89% | 338,748 | 2.11% | 16,495 | 16,026,625 | 31.62% |
| Resolution 12 : To authorise New Long Term Incentive Plan (LTIP) | 15,622,125 | 97.69% | 368,832 | 2.31% | 45,031 | 15,990,957 | 31.55% |
| Resolution 13: To authorise the Employee Benefit Trust to hold Ordinary Shares up to a maximum aggregate of 10% of the issued Ordinary Share capital of the Company | 15,975,427 | 99.67% | 52,376 | 0.33% | 15,552 | 16,027,803 | 31.63% |
| Special Resolutions | |||||||
| Resolution 14: Authority to disapply pre-emption rights | 15,607,625 | 97.67% | 372,047 | 2.33% | 54,060 | 15,979,672 | 31.53% |
| Resolution 15: Authority to allot equity securities for cash and/or sell ordinary shares held by the Company for cash | 15,670,396 | 97.83% | 347,348 | 2.17% | 23,600 | 16,017,744 | 31.61% |
| Resolution 16: To authorise the Company to make market purchases of Ordinary Shares | 7,908,724 | 93.94% | 510,315 | 6.06% | 17,166,562 | 8,419,039 | 16.61% |
Notes:
- 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.
- The total number of Ordinary Shares of 1p each in the Company in issue at close of business on 23 October 2025 and the number used for the percentage of issued share capital voted was 50,679,095.
- 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.
- The votes "for" include those giving the Chair of the AGM discretion.
- Votes "for" and "against" are expressed as a percentage of the number in the total votes cast column (excluding votes withheld).
- The percentages above are rounded to two decimal places.
Resolutions 5, 6, 7 and 8 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, 7 and 8 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 Withheld | Total Votes (excluding withheld) |
|---|---|---|---|---|---|---|
| Resolution 5 : To re-elect Rian Dartnell as a Director | 8,736,458 | 90.72% | 893,895 | 9.28% | 23,047 | 9,630,353 |
| Resolution 6 : To re-elect Peter Roth as a Director | 8,951,542 | 92.95% | 678,811 | 7.05% | 23,047 | 9,630,353 |
| Resolution 7 : To re-elect Sarah Ing as a Director | 8,720,971 | 90.56% | 908,978 | 9.44% | 23,451 | 9,629,949 |
| Resolution 8 : To elect Ben Stocks as a Director | 9,357,378 | 97.17% | 272,975 | 2.83% | 23,047 | 9,630,353 |
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.
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