Result of AGM

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 £2,983,249, 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 £894,974, 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 (including votes at the discretion of the Chairman)	%	Votes Against	%	Votes Withheld
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

Regulated Information Classification: Additional regulated information required to be disclosed under applicable laws

 

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