Northern Investors Company PLC.

6 July 2012



Northern Investors Company PLC ("the Company") announces that at the annual general meeting held on 6 July 2012 all of the resolutions set out in the notice of meeting were duly passed by shareholders.

The resolutions included those to re-elect as directors Mr John Barnsley, Mr Nigel Guy and Mr Philip Marsden.  Further to the announcement on 16 May 2012, Mr Frank Neale retired from the board at the conclusion of the annual general meeting.

The resolutions also included the following special resolution amending the Company's articles.

That the Articles of the Company be amended by substituting Article 122 with the following:

"The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the discretion of the Directors, shall be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may either be employed in the business of the Company or be invested.  The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided.  The Directors may also without placing the same to reserve carry forward any profits.  In carrying sums to reserve and in applying the same the Directors shall comply with the provisions of the Companies Acts.  The Directors shall establish a reserve to be called the capital reserve.  All surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, payment off of or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Directors to be in the nature of accretion to capital shall be credited to the capital reserve.  Subject to the Act, the Directors may determine whether any amount received by the Company is to be dealt with as income or capital or partly one way and partly the other.  Any loss realised on the realisation or payment off of or other dealing with any investments or other capital assets and, subject to the Act, any expenses, loss or liability (or provision therefor) which the Directors considers to relate to a capital item (including any proportion of the expenses of management or administration of its assets and/or of the finance costs of the Company) or which the Directors otherwise considers appropriate to be debited to the capital reserve, shall be carried to the debit of the capital reserve.  Any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as defined by section 829 of the Act) or be applied in paying dividends on any shares in the Company."

Resolutions 1 to 3 and 5 to 12 were duly passed on a show of hands and details of proxy voting on the resolutions put to shareholders at the annual general meeting are as follows:

1 To receive the
statements for
the year ended
31 March 2012
12,819,028 110,000 426 21,968
2 To declare a
final dividend of
6.8p per share in
respect of the
year ended
31 March 2012
12,841,189 110,000 0 233
3 To approve the
report in respect
of the year ended
31 March 2012
12,782,311 110,000 26,711 32,400
5 To re-elect Mr N R A Guy as a director 11,776,773 110,000 18,781 1,045,868
6 To re-elect Mr P W F Marsden as a director 12,807,927 110,000 9,766 23,729
7 To reappoint
KPMG Audit Plc
as independent
12,809,227 110,000 8,898 23,296
8 To authorise the
directors to fix
the remuneration
of the
12,806,673 110,000 11,685 23,064
9 To authorise the
directors to
allot shares
pursuant to
Section 551 of the
Companies Act
12,805,490 110,000 8,375 27,557
10 To disapply
Section 561 of the
Companies Act
2006 in relation
to certain
allotments of
equity securities
12,272,855 110,000 530,600 37,967
11 To authorise the
Company to make
market purchases
of ordinary
shares in
accordance with
Section 701 of
the Companies Act
12,807,147 110,000 9,628 24,647
12 To amend the Articles 12,809,715 110,000 8,422 23,285

Resolution 4 was duly passed on a poll vote and the results are as follows:

NoResolutionForAgainstVoted total% of issued share capitalVote
4 To re-elect
Mr J C Barnsley
as a director
7,548,807 5,457,166 13,005,973 85.97% 23,729


Christopher Mellor, NVM Private Equity Limited - 0191 244 6000


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Source: Northern Investors Co PLC via Thomson Reuters ONE