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RNS Number : 4618J Baillie Gifford Shin Nippon PLC 20 May 2025
BAILLIE GIFFORD SHIN NIPPON PLC (BGS)
Legal Entity Identifier: X5XCIPCJQCSUF8H1FU83
Annual General Meeting, 20 May 2025
All resolutions were passed at the AGM of the Company held on 20 May 2025,
including those detailed below:
Ordinary Business
· Shareholders approved an ordinary resolution renewing the Directors'
general authority to issue shares up to an aggregate nominal amount of
£1,802,428.40 and a special resolution to allot a limited number of shares
for cash on a non pre-emptive basis up to £540,782.60 (being approximately
10% of the nominal value of the issued share capital of the Company as at 31
March 2025). These authorities will expire at the earlier of 20 August 2026
or at the conclusion of the next Annual General Meeting of the Company, unless
previously varied, revoked or renewed.
· Shareholders approved a special resolution authorising the Company to
buy-back its own shares up to a maximum of 14.99% of the Company's issued
share capital, being 40,531,656 ordinary shares of 2p. This authority will
expire at the conclusion of the AGM to be held in respect of the year ending
31 January 2026 unless previously varied, revoked or renewed.
Special Business
· That, subject to the confirmation of the Court of Session (the Court)
and subject also to any undertaking required by the Court:
(i) the share capital of the Company be reduced by cancelling
the entire amount standing to the credit of the Company's share premium
account as at the date of the final hearing before the Court at which the
confirmation of the said cancellation is sought; and
(ii) the credit thereby arising in the Company's books of
account from the cancellation of the Company's share premium account be
applied in crediting a distributable reserve (to be designated the
Distributable Capital Reserve) to be established in the Company's books of
account which shall be able to be applied in any manner in which the Company's
profits available for distribution (as determined in accordance with the
Companies Act 2006) are able to be applied.
The full text of all the resolutions can be found in the Notice of Annual
General Meeting contained in the Annual Report and Financial Statements which
is available for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Resolutions 1 to 14 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
1 120,504,912 99.92 97,188 0.08 42,977
2 119,486,561 99.20 966,266 0.80 192,250
3 120,503,628 99.93 79,113 0.07 62,336
4 117,397,526 97.47 3,051,834 2.53 195,717
5 113,970,730 94.59 6,513,681 5.41 160,666
6 117,498,118 97.56 2,941,749 2.44 205,210
7 117,498,223 97.53 2,974,242 2.47 172,612
8 117,559,740 97.57 2,924,671 2.43 194,316
9 120,210,267 99.75 301,987 0.25 132,823
10 120,370,790 99.88 147,390 0.12 126,897
11 119,785,314 99.37 756,113 0.63 103,650
12 119,674,908 99.29 857,288 0.71 112,881
Special Resolutions
13 115,787,792 96.00 4,825,258 4.00 32,027
14 120,306,719 99.77 279,110 0.23 59,248
Baillie Gifford & Co Limited
Company Secretaries
20 May 2025
Regulated Information Classification: Additional regulated information
required to be disclosed under applicable laws.
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