REG - Baillie Gifford Euro - Result of AGM

Baillie Gifford European Growth TrustAnnouncement

18/01/2024 14:30

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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 £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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