Circ re General Meeting

LEI: 213800T2PJTPVF1UGW53

From:  Capital Gearing Trust P.l.c. 

Date:  9 April 2020

Capital Gearing Trust P.l.c.

Publication of Circular and General Meeting

Since its approval at the annual general meeting in 2015, Capital Gearing Trust P.l.c. (the "Company") has successfully operated a discount and premium control policy (the "DCP"). The Board considers its ability to continue to operate the DCP to be extremely important particularly in these extraordinary market conditions. To ensure that the Company can continue to issue ordinary shares in the capital of the Company (the "Ordinary Shares") and, when market conditions so require, honour the commitment to buy back Ordinary Shares in accordance with the DCP, the Board is seeking to refresh its shareholder authorities both in respect of share issuance and buy back with the aim of ensuring such authorities are not exhausted before the Company's annual general meeting to be held later in the year.

Accordingly, the Company has today published a circular convening a general meeting to be held at 11.00 a.m. on 1 May 2020 at the offices of Dickson Minto W.S., 17 Charlotte Square, Edinburgh EH2 4DF (the "General Meeting").

At the General Meeting, three resolutions will be put to shareholders. An ordinary resolution will be proposed to give the Board authority to allot up to 20 per cent. of the aggregate nominal value of the issued share capital of the Company as at the date of the General Meeting and a special resolution to give the Board authority to disapply rights of pre-emption in respect of the issue of such shares. A third resolution will be proposed to give the Board authority to buy back up to a maximum of 1,727,487 Ordinary Shares which represents approximately 14.99 per cent. of the issued share capital of the Company.

As a result of the Covid-19 pandemic and the imposition of Stay at Home measures by the UK Government, attendance at the General Meeting may not be possible. In line with the Stay at Home measures, shareholders are strongly discouraged from attending the meeting.  Shareholders should submit their proxy appointment as soon as possible to ensure that their vote is counted.

The Board always welcomes any questions shareholders may have in relation to a general meeting. However, in respect of the upcoming General Meeting shareholders are invited to submit any questions by email at the following address [e-mail].

The circular will shortly be available for inspection on the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

All enquiries:

PATAC Limited

Company Secretary

Tel: [phone]

Email: [e-mail]