REG-TwentyFour Income Fund: Results of Annual General Meeting

TwentyFour Income FundAnnouncement

17/10/2025 12:15

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

17 OCTOBER 2025

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 18
September 2025 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                         323,357,105  99.92                 
 2                         318,189,283  98.32                 
 3                         322,309,924  99.73                 
 4                         322,889,777  99.79                 
 5                         323,138,739  99.87                 
 6                         322,960,525  99.91                 
 7                         322,945,115  99.90                 
 8                         322,971,515  99.91                 
 9                         322,942,807  99.90                 
 10                        322,917,385  99.90                 
 11                        323,003,216  99.80                 
 12                        322,913,827  99.78                 
 13                        322,877,143  99.78                 
 Extraordinary Resolution  For          Percentage in Favour  
 14                        322,041,860  99.58                 
 15                        302,882,453  93.66                 

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

The Resolutions outside of ordinary business were as follows:

Ordinary Resolution 11

To renew the authority of the Company, in accordance with section 315 of the
Companies (Guernsey) Law, 2008 (as amended) (the “Companies Law”) to make
market acquisitions (as defined in the Companies Law) of its own Ordinary
Shares either for cancellation or to hold as treasury shares for future
re-issue, resale or transfer provided that:
1.                                                                            
     the maximum aggregate number of Ordinary Shares authorised to be
purchased shall be a number up to 14.99 per cent. of the aggregate number of
Ordinary Shares (excluding treasury shares) in issue as at the latest
practicable date prior to the publication of this notice;                     
                                                      
2.                                                                            
     the minimum price exclusive of expenses which may be paid for an Ordinary
Share shall be £0.01 per Ordinary Share;                                     
                                      
3.                                                                            
     the maximum price exclusive of expenses which may be paid for an Ordinary
Share shall be an amount equal to the higher of (i) 5 per cent. above the
average mid-market values of the Ordinary Shares as derived from the Daily
Official List of the London Stock Exchange for the five business days before
the acquisition is made and (ii) the higher of the price of the last
independent trade and the highest current independent bid for the Ordinary
Shares on the London Stock Exchange; and
such authority shall expire on the earlier of the conclusion of the annual
general meeting of the Company to be held in 2026 or the date 18 months after
the date on which this resolution is passed (unless previously renewed,
revoked or varied by the Company by ordinary resolution) save that the Company
may make contracts to acquire Ordinary Shares under this authority before its
expiry which will or may be executed wholly or partly after its expiration and
the Company may make an acquisition of Ordinary Shares pursuant to such a
contract.

Ordinary Resolution 12

To, in substitution for all existing authorities, authorise the directors of
the Company in accordance with Article 4 of the Articles, generally and
unconditionally to issue and allot shares of each class in the Company,
provided that the maximum number of shares authorised to be issued shall not
exceed 10 per cent. of the total number of shares in issue in the Company at
the date of the passing of this ordinary resolution, which authority shall
expire at the earlier of the conclusion of the annual general meeting of the
Company to be held in 2026 or the date 15 months after the date on which this
resolution is passed (unless previously renewed, revoked or varied by the
Company in general meeting) save that the Company may before such expiry make
offers or agreements which would or might require shares to be allotted and
issued after such expiry and the Directors may allot and issue shares in
pursuance of such offers or agreements as if the authority conferred hereby
had not expired.

Ordinary Resolution 13

To, conditional on ordinary resolution 12 above having been passed, in
substitution for all existing authorities (but in addition to and without
prejudice to the power granted by ordinary resolution 13 above), authorise the
directors of the Company in accordance with Article 4 of the Articles,
generally and unconditionally to issue and allot shares of each class in the
Company, provided that the maximum number of shares authorised to be issued
shall not exceed 10 per cent. of the total number of shares in issue in the
Company at the date of the passing of this ordinary resolution, which
authority shall expire at the earlier of the conclusion of the annual general
meeting of the Company to be held in 2026 or the date 15 months after the date
on which this resolution is passed (unless previously renewed, revoked or
varied by the Company in general meeting) save that the Company may before
such expiry make offers or agreements which would or might require shares to
be allotted and issued after such expiry and the Directors may allot and issue
shares in pursuance of such offers or agreements as if the authority conferred
hereby had not expired.

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 the
ordinary resolutions 10 and 11 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 15 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 2026; 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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