RIII Rights & Issues Investment Trust Plc

Rights and Issues Investment Trust plc

(the "Company")

LEI:  2138002AWAM93Z6BP574

2024 AGM Voting Results Update Statement

In accordance with Provision 4 of the UK Corporate Governance Code, the Company today provides an update in respect of the results of its Annual General Meeting (AGM) held on 27 March 2024, where resolution 2 (to approve the Directors' Remuneration Report) and resolution 5 (to re-elect Mr Simon Knott as a Director) were passed with the necessary majority but with more than 20% of votes cast against the resolutions by shareholders.

The Board has liaised with the significant shareholder who voted against both resolutions and understands that the reasons for the vote against the Directors' Remuneration Policy was because of the ex-gratia payment to Dr David Bramwell, the former Chairman. This payment was to fund a gift in recognition of Dr Bramwell's long service to the Company and his contribution as Chair. The shareholder acknowledged that the sum of the payment was insignificant and the Board confirms that this payment was not intended to set a precedent for any such payments in the future and does not envisage making such a payment again.

Regarding the decision to vote against the re-election of Mr Simon Knott, the Board understands that the shareholder's reasons related to their view that Mr Knott was non-independent, having formerly been the CEO of the Company prior to the appointment of Jupiter Unit Trust Managers Limited ('JUTM') as investment manager in October 2022, when it was a self-managed investment trust. The Board has clarified with the shareholder that Mr Knott has no current or former association with JUTM other than as a non-executive director of the Company and, despite his tenure as Investment Director,  the Board considers him to be independent. With his extensive investment knowledge and in-depth understanding of the companies within the portfolio, Mr Knott's contribution to the Board and its committees is invaluable.

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