REG - Baillie Gifford UK - Result of AGM

Baillie Gifford UK Growth TrustAnnouncement

03/09/2025 16:30

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RNS Number : 9019X  Baillie Gifford UK Growth Trust PLC  03 September 2025

 

Baillie Gifford UK Growth Trust plc (BGUK)

Legal Entity Identifier: 549300XX386SYWX8XW22

Additional regulated information required to be disclosed under applicable law

Results of Annual General Meeting

At the Annual General Meeting ('AGM') held on 3 September 2025 shareholders
approved all resolutions:

Ordinary business

To consider and, if thought fit, to pass the following Resolutions as Ordinary
Resolutions.

1.   To receive and adopt the Financial Statements of the Company for the
year to 30 April 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 to
30 April 2025.

3.   To declare a final dividend of 5.70p per ordinary share.

4.   To re-elect Neil Rogan as a Director.

5.   To re-elect Andrew Westenberger as a Director.

6.   To re-elect Ruary Neill as a Director.

7.   To re-elect Cathy Pitt as a Director.

8.   To elect Seema Paterson as a Director.

9.   To re-appoint Ernst & Young 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.

10. To authorise the Directors to determine the remuneration of the
Independent Auditor of the Company.

Special business

To consider and, if thought fit, to pass Resolutions 11 and 14 as Ordinary
Resolutions and Resolutions 12 and 13 as Special Resolutions.

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 £3,191,294.25, 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.

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 3,191,294.25, being
approximately 10% of the nominal value of the issued share capital of the
Company, as at 10 June 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 25 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 19,135,001, 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 is 25 pence;

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.            an 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 30 April 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.

 

14. That, for the purposes of and in accordance with Article 96 of the
Company's Articles of Association and with effect from 3 September 2025, fees
paid to Directors for their services as Directors of the Company shall not
exceed in the aggregate £250,000 per annum.

 

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

 1           55,444,786                                                     99.98%               9,898              0.02%  15,415
 2           55,275,253                                                     99.82%          100,544                 0.18%  94,302
 3           55,453,275                                                     99.99%               4,266              0.01%  12,558
 4           54,550,916                                                     98.52%          822,034                 1.48%  37,149
 5           54,582,468                                                     98.48%          844,983                 1.52%  42,648
 6           54,588,513                                                     98.49%          838,168                 1.51%  43,418
 7           54,583,208                                                     98.46%          852,546                 1.54%  34,345
 8           55,356,820                                                     99.88%             69,027               0.12%  44,252
 9           55,345,252                                                     99.84%             90,104               0.16%  34,743
 10          55,423,930                                                     99.96%             21,897               0.04%  24,272
 11          55,397,849                                                     99.92%             42,371               0.08%  29,879
 12          55,309,274                                                     99.78%          120,685                 0.22%  40,140
 13          54,120,130                                                     97.60%      1,332,369                   2.40%  17,600
 14          55,365,658                                                     99.86%             77,862               0.14%  26,579

 

 

 

 

 

 

Baillie Gifford & Co Limited

Company Secretaries

3 September 2025

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