REG - Baillie GiffordJapan - Replacement - Result of AGM

Baillie Gifford Japan TrustAnnouncement

Thu 12:15

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RNS Number : 2309L  Baillie Gifford Japan Trust PLC  11 December 2025

The following amendment has been made to the Replacement - Result of AGM
announcement released on 10/12/2025 at 17:18 under RNS No 0836L.

 

The date under Resolution number 10 and 13d  should read 31 August 2026.

 

All other details remain unchanged.

 

The full amended text is shown below.

 

THE BAILLIE GIFFORD JAPAN TRUST PLC (BGFD)

Legal Entity Identifier: 54930037AGTKN765Y741

Results of Annual General Meeting

At the Annual General Meeting ('AGM') held on 10 December 2025 shareholders
approved the following Resolutions:

Ordinary Resolutions

1.   To receive and adopt the Financial Statements of the Company for the
year ended 31 August 2025 with the Reports of the Directors and of the
Independent Auditor thereon.

2.   To approve the Directors' Annual Report on Remuneration for the year
ended 31 August 2025.

3.   To declare a final dividend of 10p per ordinary share.

4.   To re-elect Sam Davis as a Director.

5.   To re-elect Sharon Brown as a Director.

6.   To re-elect Joanna Pitman as a Director.

7.   To re-elect Patricia Lewis as a Director.

8.   To reappoint Ernst & Young LLP as Independent Auditor of the
Company to hold office 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 pursuant to article 165 of the Articles of Association of the
Company, this meeting hereby approves the continuance of the Company until the
Annual General Meeting of the Company held in respect of the year to 31 August
2026.

11. 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 £384,607.20 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

12. That, subject to the passing of Resolution 11 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 11
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 £384,607.20, being
approximately 10% of the nominal value of the issued share capital of the
Company as at 16 October 2025.

13. 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 5 pence each in the capital of the Company ('ordinary
shares'), (either for retention as treasury shares for future reissue, resale,
transfer or for cancellation) provided that:

a)   the maximum aggregate number of ordinary shares hereby authorised to be
purchased is 11,530,523.86, 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 share
is 5 pence;

c)   the maximum price (excluding expenses) which may be paid for each
ordinary share shall be not 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 amount equal to the higher of the price of the last independent
trade of an ordinary share and the highest current independent bid for an
ordinary share on the trading venue where the purchase is carried out; 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 31 August 2026, 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.

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           48,875,808                                                      99.95   25,646         0.05    6,277
 2           48,758,782                                                      99.81   92,793         0.19    56,156
 3           48,862,175                                                      99.97   13,615         0.03    31,941
 4           48,803,279                                                      99.89   54,282         0.11    50,170
 5           48,211,593                                                      98.66   652,789        1.34    43,349
 6           48,824,792                                                      99.90   51,245         0.1     31,694
 7           48,820,837                                                      99.89   52,664         0.11    34,230
 8           48,856,021                                                      99.96   19,152         0.04    32,558
 9           48,821,509                                                      99.88   58,015         0.12    28,207
 10          43,416,099                                                      88.82   5,465,231      11.18   26,401
 11          48,799,733                                                      99.84   78,986         0.16    29,012
 Special Resolutions
 12          48,800,560                                                      99.83   81,613         0.17    25,558
 13          47,891,759                                                      97.96   997,925        2.04    18,047

 

 

 

Baillie Gifford & Co Limited

Company Secretaries

10 December 2025

 

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

 

 

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