TIDMBGEU
RNS Number : 1958A
Baillie Gifford European Growth Tst
18 January 2024
Baillie Gifford European Growth Trust plc (BGEU)
Legal Entity Identifier: 213800QNN9EHZ4SC1R12
Results of Annual General Meeting
At the Annual General Meeting ('AGM') held on 18 January 2024
shareholders approved the following resolutions:
Ordinary Resolutions
1. To receive and adopt the Financial Statements of the Company
for the year to 30 September 2023 with the Reports of the Directors
and of the Independent Auditor thereon.
2. To approve the Directors' Annual Report on Remuneration for the year to 30 September 2023.
3. To declare a final dividend of 0.40p per ordinary share.
4. To elect David Barron as a Director of the Company.
5. To re-elect Michael MacPhee as a Director of the Company.
6. To re-elect Andrew Watkins as a Director of the Company.
7. To re-elect Emma Davies as a Director of the Company.
8. To re-appoint BDO LLP as Independent Auditor of the Company
to hold office from the conclusion of this meeting until the
conclusion of the next Annual General Meeting at which the
Financial Statements are laid before the Company.
9. To authorise the Directors to determine the remuneration of
the Independent Auditor of the Company.
10. That, in substitution for any existing authority, but
without prejudice to the exercise of any such authority prior to
the date hereof, the Directors of the Company be and they are
hereby generally and unconditionally authorised in accordance with
section 551 of the Companies Act 2006 (the 'Act') to exercise all
the powers of the Company to allot shares in the Company and to
grant rights to subscribe for or to convert any security into
shares in the Company ('Securities') provided that such authority
shall be limited to the allotment of shares and the grant of rights
in respect of shares with an aggregate nominal value of up to
GBP2,983,249, such authority to expire 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, unless previously
revoked, varied or extended by the Company in a general meeting,
save that the Company may at any time prior to the expiry of this
authority make an offer or enter into an agreement which would or
might require Securities to be allotted or granted after the expiry
of such authority and the Directors shall be entitled to allot or
grant Securities in pursuance of such an offer or agreement as if
such authority had not expired.
Special Resolutions
11. That, subject to the passing of Resolution 10 above, and in
substitution for any existing power but without prejudice to the
exercise of any such power prior to the date hereof, the Directors
of the Company be and they are hereby generally empowered, pursuant
to sections 570 and 573 of the Companies Act 2006 (the 'Act'), to
allot equity securities (within the meaning of section 560(1) of
the Act), for cash pursuant to the authority given by Resolution 10
above, and to sell treasury shares for cash, as if section 561(1)
of the Act did not apply to any such allotment or sale, 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 or treasury shares to be sold after such
expiry and the Directors may allot equity securities or sell
treasury shares 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 or the
sale of treasury shares up to an aggregate nominal value of
GBP894,974, being approximately 10% of the nominal value of the
issued share capital of the Company, as at 15 November 2023.
12. That, in substitution for any existing authority but without
prejudice to the exercise of any such authority prior to the date
hereof, the Company be and is hereby generally and unconditionally
authorised, pursuant to and in accordance with section 701 of the
Companies Act 2006 (the 'Act') to make market purchases (within the
meaning of section 693(4) of the Act) of fully paid ordinary shares
of 2.5 pence each in the capital of the Company ('ordinary shares')
(either for retention as treasury shares for future reissue,
resale, transfer or cancellation), provided that:
a) the maximum aggregate number of ordinary shares hereby
authorised to be purchased is 53,662,686, or, if less, the number
representing approximately 14.99% of the issued ordinary share
capital of the Company as at the date of the passing of this
Resolution;
b) the minimum price (excluding expenses) which may be paid for
each ordinary share shall be the nominal value of that share;
c) the maximum price (excluding expenses) which may be paid for
each ordinary share shall not be more than the higher of:
i. 5 per cent above the average closing price on the London
Stock Exchange of an ordinary share over 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 London Stock Exchange; and
d) unless previously varied, revoked or renewed by the Company
in a general meeting, the authority hereby conferred shall expire
at the conclusion of the Annual General Meeting of the Company to
be held in respect of the year ending 30 September 2024, save that
the Company may, prior to such expiry, enter into a contract to
purchase ordinary shares under such authority which will or might
be completed or executed wholly or partly after the expiration of
such authority and may make a purchase of ordinary shares pursuant
to any such contract.
13. That, the Company be and is hereby generally and
unconditionally authorised to hold general meetings (other than
Annual General Meetings) on 14 clear days' notice, such authority
to expire at the conclusion of the next Annual General Meeting of
the Company.
Resolutions 1 to 13 were passed on a poll. A breakdown of the
votes registered is shown below:
Resolution Votes for % Votes Against % Votes Withheld
(including
votes at
the discretion
of the Chairman)
Ordinary Resolutions
1 146,307,947 99.99 19,285 0.01 78,741
2 145,621,496 99.67 488,727 0.33 295,750
3 146,347,461 99.99 17,243 0.01 52,369
4 146,026,847 99.91 126,787 0.09 263,439
5 113,718,679 97.56 2,854,274 2.44 29,853,119
6 143,403,533 98.11 2,762,722 1.89 250,817
7 143,989,929 98.49 2,206,636 1.51 220,507
8 146,144,759 99.93 100,023 0.07 172,291
9 146,195,721 99.96 60,639 0.04 160,713
10 146,061,920 99.90 151,495 0.10 203,658
Special Resolutions
11 145,882,801 99.67 480,449 0.33 53,823
12 140,745,606 96.15 5,628,628 3.85 42,839
13 145,791,031 99.61 575,786 0.39 50,256
Baillie Gifford & Co Limited
Company Secretaries
18 January 2024
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January 18, 2024 09:20 ET (14:20 GMT)
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