River and Mercantile UK Micro Cap Investment : Voting schedule

TRANSACTION CATEGORY :

River and Mercantile UK Micro Cap Investment Company Limited

Annual General Meeting held on Monday 11 March 2024 at 10:30 GMT held at BNP Paribas House, St. Julian's Avenue, St Peter Port, Guernsey, GY1 1WA

Results of proxy votes received

	ORDINARY RESOLUTIONS	FOR	AGAINST	WITHHELD	TOTAL VOTE CAST (excluding withheld)
1	To receive and consider the Annual Report and Financial Statements for the year ended 30 September 2023, together with the Report of the Directors and Auditors therein.	14,874,414	122,802	9,692	14,997,216
2	To receive and ratify the Remuneration Report in the Annual Report and Audited Financial Statements for the year ended 30 September 2023.	14,854,305	142,911	9,692	14,997,216
3	To elect Mr John Blowers as a Director of the Company.	14,861,981	134,816	10,111	14,996,797
4	To elect Ms Charlotte Denton as a Director of the Company.	14,861,981	134,816	10,111	14,996,797
5	To re-elect Mr Mark Hodgson as a Director of the Company.	14,861,981	134,816	10,111	14,996,797
6	To elect Mr Ted Holmes as a Director of the Company.	14,861,981	134,816	10,111	14,996,797
7	To approve the appointment of Grant Thornton Channel Islands as auditors of the Company until the conclusion of the next general meeting of the Company at which accounts are laid before the members and to authorise the Directors to determine the remuneration of the auditors.	14,862,059	135,157	9,692	14,997,216
8	To approve the Company's Dividend Policy	14,877,044	122,802	7,062	14,999,846

	SPECIAL BUSINESS - ORDINARY RESOLUTION	FOR	AGAINST	WITHHELD	TOTAL VOTE CAST (excluding withheld)
9	THAT the Company be, and is hereby authorised, conditional on the Ordinary Shares remaining traded on the main market of the London Stock Exchange plc, to make market purchases (as that term is defined in the Companies (Guernsey) Law, 2008, as amended) of its own redeemable ordinary shares of no par value ("Ordinary Shares") which may be cancelled or held as treasury shares, provided that: i) the maximum number of Ordinary Shares that may be purchased under this authority is 5,081,303 Ordinary Shares (or, if less, 14.99% of the aggregate number of Ordinary Shares in issue as at the date of passing of this resolution); ii) the minimum price which may be paid for an Ordinary Share is £0.01; iii) the maximum price which may be paid for an Ordinary Share is not more than an amount equal to the higher of (a) 105 per cent. above the average of the closing price of the Company's Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (b) the higher of the price of the last independent trade and the highest current independent bid as stipulated by Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation. This authority will expire upon the date of the next Annual General Meeting of the Company, unless previously renewed, varied or revoked by the Company in general meeting.	14,874,007	124,848	8,053	14,998,855
10	THAT, pursuant to Article 48 of the Company's Articles of Incorporation (the "Articles"), the Company shall continue its business as a closed-ended investment company.	14,876,680	123,166	7,062	14,999,846

	SPECIAL BUSINESS - SPECIAL RESOLUTION	FOR	AGAINST	WITHHELD	TOTAL VOTE CAST (excluding withheld)
11	THAT the Directors of the Company be and are hereby authorised to allot and issue equity securities (within the meaning of the Company's Articles) for cash either pursuant to Article 4.1 as if Article 6.2 of the Articles did not apply to any such allotment and issue, provided that this power shall: i) be limited to the allotment and issue of up to 3,389,795 Ordinary Shares (excluding treasury shares) or, if less, 10% of the Ordinary Shares in issue as at 7March 2024; ii) unless authorised by Shareholders, no Shares will be issued at a price less than the prevailing Net Asset Value per Share at the time of the issue unless they are offered pro rata to existing Shareholders; and this authority will expire upon the date of the next Annual General Meeting of the Company, unless previously renewed, varied or revoked by the Company in general meeting. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot and issue equity securities in the capital of the Company wholly for cash as if the pre-emption rights contained in Article 6.2 of the Articles did not apply to such allotment and issue but without prejudice to any allotment and issue of shares already made, offered or agreed to be made pursuant to such authorities.	14,846,765	138,625	21,518	14,985,390
12	THAT the articles of incorporation of the Company attached here to and are hereby approved and adopted as the new articles of incorporation of the Company (the "New Articles") in substitution for and to the exclusion of the existing articles of incorporation of the Company.	14,873,031	123,766	10,111	14,996,797