SCOTTISH MORTGAGE INVESTMENT TRUST PLC
Annual General Meeting, 26 June 2014
At the Annual General Meeting ('AGM') held on 26 June 2014 all resolutions were passed, including those detailed below:
· Shareholders approved an ordinary resolution authorising the Company to sub-divide the Company's existing ordinary shares of 25 pence each into five ordinary shares of 5 pence each.
Subject to the above, applications were made to the UK Listing Authority to amend the Official List, and to the London Stock Exchange to amend the trading line. The existing 244,014,897 issued ordinary shares (excluding treasury shares) will be sub-divided into 1,220,074,485 ordinary 5 pence shares and admission is expected to be 8.00 a.m. on Monday 30 June 2014. The record date for the share split is 6.00 p.m. on the 27 June 2014. The 40,331,279 shares held in treasury will be sub-divided into 201,656,395ordinary 5 pence shares.
· Shareholders approved an ordinary resolution granting the Directors' general authority to issue shares up to an aggregate nominal amount of £20,442,946, representing approximately 33.33% of the total issued share capital (excluding treasury shares) of the Company as at 20 May 2014. This authority will expire at the conclusion of the next AGM of the Company to be held in 2015 (unless previously varied, revoked or renewed).
· Shareholders approved a special resolution granting the Company authority to allot equity securities or sell treasury shares for cash on a non pre-emptive basis up to £9,200,246 being 15% of the issued share capital (excluding treasury shares) of the Company as at 20 May 2014. The Directors do not intend to use these powers to issue shares or sell treasury shares at a discount to net asset value. This authority will expire at the conclusion of the AGM to be held in 2015.
· Shareholders approved an ordinary resolution authorising the Directors for the purposes of LR15.4.11 of the Listing Rules of the UK Listing Authority of the Financial Conduct Authority to issue treasury shares (as defined in section 724 of the Companies Act 2006) ("treasury shares") for cash at a price below the net asset value per share of those treasury shares without first offering those shares pro rata to existing Shareholders.
· Shareholders approved a special resolution renewing the Company's authority to make market purchases of up to 14.99% of the Company's issued share capital (excluding treasury shares), being 182,889,165 ordinary shares of 5 pence. The Company's authority permits it to hold shares bought back "in treasury". Such treasury shares may subsequently be either sold for cash or cancelled. This authority will expire at the conclusion of the AGM to be held in respect of the financial year ending 31 March 2015 unless previously varied, revoked or renewed.
· Shareholders approved an ordinary resolution to amend the Company's investment policy to provide greater flexibility in the management of the portfolio.
· Shareholders approved a special resolution to adopt new Articles of Association.
The full text of all the resolutions can be found in the Notice of Annual General Meeting which is available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM
Baillie Gifford & Co
Managers and Secretaries
27 June 2014