REG-TwentyFour Income Fund: Result of Annual General Meeting

TwentyFour Income FundAnnouncement

12/09/2024 14:15

TwentyFour Income Fund Limited 
(a closed-ended investment company incorporated in Guernsey with registration
number 56128)
LEI Number: 549300CCEV00IH2SU369 
(The “Company”)

12 SEPTEMBER 2024

RESULT OF ANNUAL GENERAL MEETING

At the Annual General Meeting of the Company held today, all Resolutions set
out in the Annual General Meeting Notice sent to Shareholders dated 23 August
2024 were duly passed.

Details of the proxy voting results which should be read along side the Notice
are noted below:

 Ordinary Resolution       For          Percentage In Favour  
 1                         409,485,309  99.98                 
 2                         380,903,039  93.00                 
 3                         408,948,565  99.87                 
 4                         404,372,382  98.73                 
 5                         409,401,777  99.97                 
 6                         409,314,013  99.95                 
 7                         409,328,412  99.96                 
 8                         409,381,893  99.97                 
 9                         409,354,701  99.97                 
 10                        409,346,701  99.96                 
 11                        385,679,307  94.17                 
 12                        409,188,138  99.91                 
 13                        409,002,138  99.87                 
 Extraordinary Resolution  For          Percentage in Favour  
 14                        407,657,995  99.55                 
 15                        379,056,410  92.57                 

Note - A vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution. 

The Extraordinary Resolutions were as follows:

Extraordinary Resolution 14

That, in substitution of all existing powers (but in addition to any power
conferred on them by ordinary resolutions 12 and 13  above), the Directors be
and are authorised generally and unconditionally in accordance with Article
6.7 of the Articles to exercise all powers of the Company to issue equity
securities (as defined in Article 6.1.1(a)) for cash as if the members’
pre-emption rights contained in Article 6.2 of the Articles did not apply to
any such issue pursuant to the general authority conferred on them by ordinary
resolutions 12 and 13 above (as varied from time to time by the Company in
general meeting):
1. pursuant to an offer of equity securities open for acceptance for a period
fixed by the Directors where the equity securities respectively attributable
to the interests of holders of Ordinary Shares are proportionate (as nearly as
may be) to the respective numbers of Ordinary Shares held by them but subject
to such exclusions or other arrangements in connection with the issue as the
Directors may consider necessary, appropriate or expedient to deal with equity
securities representing fractional entitlements or to deal with legal or
practical problems arising in any overseas territory, the requirements of any
regulatory body or stock exchange, or any other matter whatsoever; and
2. provided that (otherwise than pursuant to sub-paragraph (a) above) this
power shall be limited to the allotment of equity securities up to an
aggregate nominal value equal to 10 per cent. of the total number of shares in
issue in the Company at the date of the passing of this extraordinary
resolution, and provided further that (i) the number of equity securities to
which this power applies shall be reduced from time to time by the number of
treasury shares which are sold pursuant to any power conferred on the
Directors by ordinary resolution 11 above and (ii) no issue of equity
securities shall be made under this power which would result in Ordinary
Shares being issued at a price which is less than the net asset value per
Ordinary Share as at the latest practicable date before such allotment of
equity securities as determined by the Directors in their reasonable
discretion, and such power hereby conferred shall expire on whichever is the
earlier of: (i) the conclusion of the annual general meeting of the Company to
be held in 2025; or (ii) the date 15 months after the date on which this
extraordinary resolution is passed (unless renewed, varied or revoked by the
Company prior to that date) save that the Company may, before such expiry,
make offers or agreements which would or might require equity securities to be
issued after such expiry and the Directors may issue equity securities in
pursuance to such offers or agreements as if the authority conferred hereby
had not expired.
Extraordinary Resolution 15

That, conditional on extraordinary resolution 14 above having been passed, in
substitution of all existing powers (but in addition to any power conferred on
them by ordinary resolutions 12 and 13 and in addition to and without
prejudice to the power granted by extraordinary resolution 14 above), the
Directors be and are authorised generally and unconditionally in accordance
with Article 6.7 of the Articles to exercise all powers of the Company to
issue equity securities (as defined in Article 6.1.1(a)) for cash as if the
members’ pre-emption rights contained in Article 6.2 of the Articles did not
apply to any such issue pursuant to the general authority conferred on them by
the ordinary resolutions 12 and 13 above (as varied from time to time by the
Company in general meeting):
1. pursuant to an offer of equity securities open for acceptance for a period
fixed by the Directors where the equity securities respectively attributable
to the interests of holders of Ordinary Shares are proportionate (as nearly as
may be) to the respective numbers of Ordinary Shares held by them but subject
to such exclusions or other arrangements in connection with the issue as the
Directors may consider necessary, appropriate or expedient to deal with equity
securities representing fractional entitlements or to deal with legal or
practical problems arising in any overseas territory, the requirements of any
regulatory body or stock exchange, or any other matter whatsoever; and 
2. provided that (otherwise than pursuant to sub-paragraph (a) above) this
power shall be limited to the allotment of equity securities up to an
aggregate nominal value equal to 10 per cent. of the total number of shares in
issue in the Company at the date of the passing of this extraordinary
resolution, and provided further that no issue of equity securities shall be
made under this power which would result in Ordinary Shares being issued at a
price which is less than the net asset value per Ordinary Share as at the
latest practicable date before such allotment of equity securities as
determined by the Directors in their reasonable discretion, and such power
hereby conferred shall expire on whichever is the earlier of: (i) the
conclusion of the annual general meeting of the Company to be held in 2025; or
(ii) the date 15 months after the date on which this extraordinary resolution
is passed (unless renewed, varied or revoked by the Company prior to that
date) save that the Company may, before such expiry, make offers or agreements
which would or might require equity securities to be issued after such expiry
and the Directors may issue equity securities in pursuance to such offers or
agreements as if the authority conferred hereby had not expired.
Enquiries:

Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary 
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL

Tel:        01481 745001

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