Prospectus Of Clerical Medical Open Ended Investment Company ...

A corporation, being a holder, may by resolution of its directors or other governing body,
authorise such person as it thinks fit to act as its representative at any meeting of holders
and the person so authorised is entitled to exercise the same powers on behalf of the
corporation which he represents as the corporation could exercise if it were an individual
holder.
In the case of joint holders the vote of the senior who tenders a vote, whether in person or by
proxy, will be accepted to the exclusion of the votes of the other joint holders and for this
purpose seniority is determined by the order in which the names stand in the register of
holders.
The ACD is entitled to attend any meeting but, except in relation to third party shares, is not
entitled to vote or be counted in the quorum and any shares it holds are treated as not being
in issue for the purpose of such meeting. An associate of the ACD is entitled to attend any
meeting and may be counted in the quorum, but may not vote except in relation to third party
shares. For this purpose third party shares are shares held on behalf of or jointly with a
person who, if himself the registered shareholder, would be entitled to vote, and from whom
the ACD or the associate (as relevant) has received voting instructions.
Where a resolution (including an extraordinary resolution) is required to conduct business at
a meeting of shareholders and every shareholder is prohibited under rule 4.4.8R(4) of the
COLL Sourcebook (Voting rights) from voting, it shall not be necessary to convene such a
meeting and a resolution may, with the prior written agreement of the Depositary to the
process, instead be passed with the written consent of shareholders representing 50% or
more, or for an extraordinary resolution 75% or more, of the shares of the relevant Fund or
the Company.
Powers of a shareholders’ meeting
The Company’s Instrument of Incorporation and the COLL Sourcebook empower the
shareholders in general meeting to sanction or require various steps (usually subject to
Financial Conduct Authority's approval), including (among other things):
· changes to certain provisions of the Company’s Instrument of Incorporation and this
Prospectus
· the removal of the ACD
· the amalgamation or reconstruction of the Company.
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