82 | CT UK High Income Trust PLC
Notice of Meeting
Notes
1. A member entitled to attend and vote at this meeting may appoint
one or more persons as his/her proxy to attend, speak and vote
on his/her behalf at the meeting. A proxy need not be a member
of the Company. If multiple proxies are appointed they must not
be appointed in respect of the same shares. To be effective, the
duly executed enclosed form of proxy, together with any power of
attorney or other authority under which it is signed or a certified
copy thereof, should be lodged at the address shown on the proxy
form not later than 48 hours before the time of the meeting or, in
the case of an adjourned meeting, no later than 48 hours before
the holding of that adjourned meeting (or in the case of a poll taken
subsequent to the date of the meeting or adjourned meeting, no
later than 24 hours before the time appointed for the taking of the
poll). In the calculation of these time periods, no account is taken
of any part of a day that is not a working day. The appointment of
a proxy will not prevent a member from attending the meeting and
voting in person if he/she so wishes. A member present in person
or by proxy shall have one vote on a show of hands and on a poll
every member present in person or by proxy shall have one vote for
every share of which he/she is the holder. Any power of attorney
or any other authority under which this proxy is signed (or a duly
certified copy of such power or authority) must be included with the
proxy form. On a poll each Ordinary shareholder is entitled to one
vote per Ordinary share held and each B shareholder is entitled to
one vote per B share held.
2. CREST members who wish to appoint a proxy or proxies by utilising
the CREST electronic proxy appointment service may do so for
this meeting by following the procedures described in the CREST
Manual and by logging on to www.euroclear.com. CREST personal
members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider(s), should
refer to their CREST sponsor or voting service provider(s), who will
be able to take the appropriate action on their behalf.
3. In order for a proxy appointment or instruction made by means
of CREST to be valid, the appropriate CREST message (a “CREST
Proxy Instruction”) must be properly authenticated in accordance
with Euroclear UK & Ireland Limited’s (“Euroclear”) specifications
and must contain the information required for such instructions, as
described in the CREST Manual. The message, in order to be valid,
must be transmitted so as to be received by the Company’s agent
(ID RA19) by the latest time for receipt of proxy appointments
specified in Note 1 above. For this purpose, the time of receipt will
be taken to be the time (as determined by the timestamp applied
to the message by the CREST Applications Host) from which the
Company’s agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time, any
change of instructions to proxies appointed through CREST should
be communicated to the appointee through other means.
4. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
5. If you are an institutional investor you may be able to appoint a
proxy electronically via the Proxymity platform, a process which has
been agreed by the Company and approved by the Registrar. For
further information regarding Proxymity, please go to www.proxymity.
io. Your proxy must be lodged by 12 noon on 18 July 2023 in order
to be considered valid. Before you can appoint a proxy via this
process you will need to have agreed to Proxymity’s associated
terms and conditions. It is important that you read these carefully
as you will be bound by them and they will govern the electronic
appointment of your proxy.
6. Shareholders can vote online by logging onto www.sharevote.co.uk.
To use this service shareholders will need their Voting ID, Task ID
and Shareholder Reference Number printed on the accompanying
Form of Proxy. Full details of the procedure are given on the
website. Alternatively, shareholders who have already registered
with Equiniti’s online portfolio service, Shareview, can vote by
logging on to their portfolio at www.shareview.co.uk using your
usual user ID and password. Once logged in simply click “view” on
the “My Investments” page, click on the link to vote, then follow
the on screen instructions.
7. A person to whom this notice is sent who is a person nominated
under section 146 of the Companies Act 2006 to enjoy information
rights (a “Nominated Person”) may, under an agreement between
him/her and the shareholder by whom he/she was nominated,
have a right to be appointed (or to have someone else appointed)
as a proxy for the Annual General Meeting. If a Nominated Person
has no such proxy appointment right or does not wish to exercise
it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
The statements of the rights of members in relation to the
appointment of proxies in Notes 1 and 2 above do not apply to a
Nominated Person. The rights described in those Notes can only be
exercised by registered members of the Company.
8. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company specifies that only those holders
of shares entered on the Register of Members of the Company
as at 6.30 p.m. on 18 July 2023 or, in the event that the meeting
is adjourned, on the Register of Members as at 6.30 pm on the
day two days (excluding non-working days) prior to any adjourned
meeting, shall be entitled to attend or vote at the meeting in
respect of the number of Shares registered in their names at that
time. Changes to the entries on the Register of Members after
6.30 p.m. on 18 July 2023 or, in the event that the meeting is
adjourned, in the Register of Members as at 6.30 pm on the day
two days prior to any adjourned meeting (excluding non-working
days), shall be disregarded in determining the rights of any person
to attend or vote at the meeting, notwithstanding any provisions in
any enactment, the Articles of Association of the Company or other
instrument to the contrary.
9. As at 31 May 2023 (being the last business day prior to the
publication of this notice) the Company’s issued share capital
consists of 85,072,653 Ordinary Shares carrying one vote each
and 30,708,750 B Shares carrying one vote each. The Company
holds 16,994,491 Ordinary Shares and 1,367,953 B shares in
treasury which do not carry voting rights. Therefore the total voting
rights in the Company as at 31 May 2023 were 115,781,403
votes. Any person holding 3 per cent of the total voting rights in the
Company who appoints a person other than the Chairman as his/
her proxy will need to ensure that both he/she and such third party
complies with their respective disclosure obligations under the
Disclosure Guidance and Transparency Rules.
10. No Director has a contract of service with the Company. The
Directors’ letters of appointment will be available for inspection at
the Company’s registered office during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) and for
15 minutes prior to, and during, the Annual General Meeting.
11. Information regarding the Annual General Meeting, including
information required by section 311A of the Companies Act 2006,
is available from ctukhighincome.co.uk.