
Notice of Annual General Meeting (continued)
Resolutions 9 and 10: Re-appointment and
remuneration of the auditor
(ordinary resolutions)
In accordance with Sections 489 and 492 of the Companies
Act 2006 (the “Act”), shareholders are required to approve the
appointment of the Company’s auditor, Ernst & Young LLP.
Ernst & Young have expressed their willingness to continue as
auditor to the Company. Following a satisfactory performance
review, the Board is recommending their re-appointment in
respect of the year ending 30 June 2027 and seeking
authority for the Audit and Risk Committee to determine their
remuneration.
Special Business
Resolution 11: Dividend payment policy
(ordinaryresolution)
The Company’s policy is to pay dividends on a quarterly
basis, with dividends declared in September, December, April
and July and paid in November, February, May and August
each year. As the fourth dividend is payable prior to the AGM,
which is held in October each year, it is declared as an interim
dividend and there is accordingly no final dividend.
The Board is conscious that this means shareholders will not
be given the opportunity to vote on payment of a final dividend.
Accordingly, shareholders are asked to confirm their ongoing
approval of the approach to paying four quarterly interim
dividends, which in the year ended 30 June 2026 totalled
22.15p per ordinary share.
Resolutions 12 and 13: Authority to allot shares
and disapply pre-emption rights
(ordinary and special
resolutions respectively)
On 30 October 2025, the Directors were granted authority to
issue up to 50,034,208 ordinary shares, having a nominal
value of £12,508,552 and representing 10% of the issued
ordinary share capital, on a non pre-emptive basis.
15,500,000 shares have been sold from treasury/issued under
this authority in the period since the 2025 AGM to
11September 2026 (the latest practicable date prior to
publication of this notice). The authorities will expire at the
2026 AGM.
Resolution 12 will renew the authority to allot shares and
Resolution 13 will authorise the Directors to disapply pre-
emption rights when issuing shares and selling shares from
treasury. The authorities will allow the Directors to issue or sell
up to 51,584,208 ordinary shares (with a nominal value of
£12,896,052) (or such other amount as shall be equivalent to
10% of the issued ordinary share capital (excluding shares
held in treasury) at the date of passing the resolution) on a non
pre-emptive basis. If renewed, the authorities will expire on
the earlier of the date falling 15 months after the passing of
the resolution and the conclusion of the next AGM.
The Board’s policy, subject to prevailing market conditions, is for
the Company’s share price to reflect closely its underlying NAV
while smoothing volatility and encouraging a liquid market in the
ordinary shares. For this reason, the Board has, when
appropriate, sought to utilise the Company’s ability to issue
additional ordinary shares to satisfy investor appetite and reduce
share price volatility by preventing the build-up of excessive
demand for the ordinary shares. By issuing the shares at a
premium to NAV, the Board seeks to protect the interests of
existing shareholders so they benefit from an enhancement to
NAV, to increase liquidity and to spread the fixed costs of the
Company over a larger asset base. The Board also seeks to
ensure that the price at which new ordinary shares are issued
remains attractive to potential investors.
Resolution 14: Repurchase of the Company’s
ordinary shares
(special resolution)
On 30 October 2025, the Directors were granted authority to
repurchase 75,001,281 ordinary shares (with a nominal value
of £18,750,320). Resolution 14 will renew the Company’s
authority to buy back shares. The authority under this
resolution is limited to the purchase of a maximum of 14.99%
of the ordinary shares in issue at the date of the resolution
(excluding shares held in treasury), equal to 77,324,731
ordinary shares at 11 September 2026.
No shares have been bought back under the existing authority
in the period to 11 September 2026. The Directors believe
that, from time to time and subject to market conditions, it will
continue to be in the shareholders’ interests to buy back the
Company’s shares when they are trading at a discount to the
underlying net asset value per share.
The Company may utilise the authority to purchase shares by
either a single purchase or a series of purchases when market
conditions allow, with the aim of maximising the benefit to
shareholders. This proposal does not indicate that the
Company will purchase shares at any particular time or price,
nor imply any opinion on the part of the Directors as to the
market or other value of the Company’s shares.
The Company may cancel or hold in treasury any shares
bought back under this authority. The authority granted under
Resolution 14 will expire at the earlier of the date falling
15 months after the passing of this resolution and the
conclusion of the next AGM and it is the present intention of
the Directors to seek a similar authority annually.
Resolution 15: Repurchase of the Company’s
Preferred Stock
(special resolution)
The Company has in issue 4.2% cumulative first preference
stock (“First Preference Stock”), 4.2% non-cumulative second
preference stock (“Second Preference Stock”) and 14%
non-cumulative preferred ordinary stock (“Preferred Ordinary
Stock”) (together the “Preferred Stock”).
On 30 October 2025, the Directors were granted authority to
repurchase for cancellation up to the entire issued capital
amount of each class of Preferred Stock. At the date of this
Notice, no repurchases have been made of any of the
Preferred Stock under this authority.
The City of London Investment Trust plc Annual Report 2026
102