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REG - abrdn Japan IT - Result of First General Meeting & AGM

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RNS Number : 0657O  abrdn Japan Investment Trust plc  29 September 2023

29 September 2023

LEI: 5493007LN438OBLNLM64

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.

 

The information communicated in this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014. Upon the publication of this announcement, this information is
considered to be in the public domain.

 

ABRDN JAPAN INVESTMENT TRUST PLC (the "Company" or "AJIT")

 

Results of First General Meeting and Annual General Meeting

 

 

Results of First General Meeting and Annual General Meeting

 

In connection with the proposals for the voluntary winding up of the Company
and combination with Nippon Active Value Fund plc ("NAVF") by means of a
scheme of reconstruction and winding up of the Company under section 110 of
the Insolvency Act 1986 (the "Scheme"), the Board is pleased to announce that
the special resolutions, which were put forward at the First General Meeting,
and the ordinary and special resolutions put forward at the Annual General
Meeting, both held today, have been approved by Shareholders. Please note that
of the resolutions numbered 1 to 12 presented at the Annual General Meeting,
numbers 11 and 12 were special resolutions.

 

As set out in the circular to shareholders dated 1 September 2023 (the
"Circular"), as a result of the passing of the first special resolution at the
First General Meeting, the Company's articles of associations were amended to
remove the continuation vote provisions therein and therefore the Company was
not required to put Resolution 13 to shareholders at the Annual General
Meeting.

 

Details of the number of proxy votes cast for, against and withheld in respect
of the resolutions are set out below and will also be published on the
Company's website:  abrdnjapan.co.uk (https://www.abrdnjapan.co.uk/en-gb) .

 

Resolutions Presented at the First General Meeting

 

                                                                                         For (inc Discretionary)     Against      Abstained     Total
 Resolution                                                                              Votes         %             Votes  %     Votes  %
 1       Reclassification of the shares in issue as shares with "A" rights or shares     6,182,834     99.96         2,226  0.04  2,622  0.04   6,185,060
         with "B" rights as the case may be in accordance with the terms of the Scheme
         and amendment of the Company's articles of association to give effect to the
         Scheme

 2       Subject to the successful passing of resolution 1: the voluntary winding-up of  6,183,489     99.96         2,768  0.04  1,311  0.02   6,186,257
         the Company and the appointment of Liquidators, and amendment of the Articles

         of Association

 

 

 

 

 

Resolutions Presented at the Annual General Meeting

 

                                                                                  For (inc Discretionary)     Against         Abstained      Total
 Resolution                                                                       Votes         %             Votes    %      Votes   %
 1       To receive and adopt the Directors' Report and Financial Statements and  6,219,672     99.95%        2,913    0.05%  347     0.01   6,222,585
         independent auditor's report thereon.

 2       To receive and adopt the Directors' Remuneration Report                  6,202,208     99.77%        14,203   0.23%  6,522   0.10   6,216,411

 3       To approve the Remuneration Policy                                       6,196,053     99.77%        14,078   0.23%  12,802  0.21   6,210,131

 4       To re-elect Karen Brade                                                  6,215,747     99.92%        5,115    0.08%  2,070   0.03   6,220,862

 5       To re-elect Claire Boyle                                                 6,212,073     99.87%        8,380    0.13%  2,479   0.04   6,220,453

 6       To re-elect Sam Dean                                                     6,208,579     99.80%        12,224   0.20%  2,129   0.03   6,220,803

 7       To re-elect Sir David Warren                                             6,214,338     99.95%        2,816    0.05%  5,778   0.09   6,217,154

 8       To appoint Johnston Carmichael LLP as independent auditor                6,210,381     100.00%       198      0.00%  12,353  0.20   6,210,579

 9       To authorise the Directors to agree the remuneration of the independent  6,221,639     100.00%       198      0.00%  1,095   0.02   6,221,837
         auditor

 10      To authorise the Directors of the Company to allot shares                6,117,172     98.33%        103,916  1.67%  1,844   0.03   6,221,088

 11      To approve the disapplication of pre-emption rights                      6,115,348     98.30%        105,804  1.70%  1,780   0.03   6,221,152

 12      To authorise the Company to purchase own shares                          6,218,168     99.97%        1,731    0.03%  3,033   0.05   6,219,899

 

The ordinary shares will be disabled for settlement in CREST from the close of
business on 5 October 2023, trading will be suspended from 7.30am on 6 October
2023 and the ordinary shares will be suspended from listing at 7.30 a.m. on 10
October 2023.

 

The full text of the special and ordinary resolutions can be found in the
notice of First General Meeting contained in the Circular. The Circular is
available for viewing at the National Storage Mechanism which can be located
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)  and on the
Company's website at abrdnjapan.co.uk/en-gb
(https://www.abrdnjapan.co.uk/en-gb) .

 

Pre-liquidation interim dividend

 

As announced on 1 September 2023, a pre-liquidation interim dividend of 3.0
pence per ordinary share will be paid on 29 September 2023 to Shareholders on
the register on 15 September 2023.

 

Defined terms used in this announcement have the meanings given in the
Circular unless the context otherwise requires.

 

Enquiries

 

 abrdn Japan    Karen Brade                                                   E:  abrdnjapan@shorecap.co.uk
 Shore Capital  Robert Finlay/Rose Ramsden/Angus Murphy (Corporate Advisory)  T: 020 7408 4090

                Fiona Conroy (Corporate Broking)

abrdn
       Holly Kidd (Company
Secretary)                           T: +44 131 372
2200

 

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