By Ed Ballard

LONDON--Alliance Trust PLC (ATST.LN) Tuesday said it will appoint two of three directors proposed by U.S. hedge fund Elliot Management Corp., averting a scheduled shareholder vote at the last minute after months of pressure from the activist investor.

Alliance Trust said it agreed to appoint Anthony Brooke and Rory Macnamara to the board after consulting other shareholders.

The U.K. investment trust has been battling Elliot, its largest shareholder, since last last year. Elliott has criticized the company's performance and corporate governance; Alliance Trust accused Elliot of "misleading" investors.

Shareholders were due to vote on the appointment of three directors put forward by Elliott at Alliance Trust's annual general meeting on April 29.

The two companies have agreed to "mutual non-disparagement undertakings," while Elliott won't "agitate against the company" at any time in the next year, Alliance Trust said.

"We are pleased to have reached an understanding with Alliance Trust and look forward to following the enlarged Board's progress on strategic and business matters over the next year and beyond," Elliott said.

Write to Ed Ballard at ed.ballard@wsj.com

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