F&C Commercial Property Trust Ltd - Result of AGM

F&C Commercial Property Trust Limited
(a closed-ended collective investment scheme established as a company with limited liability
under the laws of Guernsey with registered number 50402)

LEI Number: 213800A2B1H4ULF3K397
(The “Company”)

6 June 2018

RESULT OF ANNUAL GENERAL MEETING

At the Annual General Meeting of the Company held on, all Ordinary Resolutions set out in the Annual General Meeting Notice sent to Shareholders dated 16 April 2018 were duly passed.

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

Ordinary Resolution	For	Discretion (voted in favour)	Against	Abstain
1	360,036,847	122,024	31,923	14,991
2	359,637,001	122,024	251,096	195,664
3	354,484,617	122,024	5,567,348	31,796
4	357,462,390	125,590	2,529,654	88,150
5	357,448,715	125,590	2,551,410	80,070
6	357,479,711	125,590	2,511,898	88,586
7	357,487,748	125,590	2,510,577	81,870
8	341,582,326	125,590	16,020,741	2,477,127
9	357,475,680	125,590	2,540,987	63,528
10	359,533,327	122,024	378,966	171,469
11	359,666,269	122,024	112,236	305,256
12	354,129,509	122,024	5,671,139	283,113
Special Resolution	For	Discretion (voted in favour)	Against	Abstain
13	354,018,655	122,024	202,603	5,862,503
14	359,855,503	122,024	125,569	102,688
15	339,851,129	122,024	119,526	20,113,107

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

The Special Resolutions were as follows:

Special Resolution 13
That the Directors of the Company be and they are hereby generally empowered, to allot ordinary shares in the Company or grant rights to subscribe for, or to convert securities into, ordinary shares in the Company (‘‘equity securities’’) for cash, including by way of a sale of ordinary shares held by the Company as treasury shares, as if any pre-emption rights in relation to the issue of shares as set out in the listing rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (as amended) did not apply to any such allotment of equity securities, provided that this power:

(a) expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would  or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and

(b) shall be limited to the allotment of equity securities up to an aggregate nominal value of £799,366 being approximately 10 per cent of the nominal value of the issued share capital of the Company, as at 16 April 2018.

Special Resolution 14
That the Company be authorised, in accordance with section 315 of The Companies (Guernsey) Law, 2008 (as amended), to make market acquisitions (within the meaning of section 316(1) of The Companies (Guernsey) Law, 2008 (as amended)) of ordinary shares of 1p each (‘‘Ordinary Shares’’) (either for retention as treasury shares for future resale or transfer, or cancellation), provided that:

(a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 14.99 per cent of the issued Ordinary Shares on the date on which this resolution is passed;

(b) the minimum price which may be paid for an Ordinary Share shall be 1p (exclusive of expenses);

(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be the higher of (i) 105 per cent of the average of the middle market quotations (as derived from the Daily Official List) for the Ordinary Shares for the five business days immediately preceding the date of purchase; and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue which the purchase is carried out; and

(d) unless previously varied, revoked or renewed, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or on 30 November 2019, whichever is the earlier, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares under such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract.

Special Resolution 15
That, the articles of incorporation presented at the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the articles of incorporation of the Company in substitution for, and to the exclusion of, the existing articles of incorporation.

Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel:        [phone]

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