REG - Guinness VCT PLC - Result of AGM

Guinness VctAnnouncement

16/09/2025 11:45

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RNS Number : 5486Z  Guinness VCT PLC  16 September 2025

16 September 2025

 

Guinness VCT plc

 

Results of the Annual General Meeting

At the Annual General Meeting of Guinness VCT plc (the "Company") held at
11.00am on Tuesday 16 September 2025, the following resolutions were duly
passed on a show of hands.

 

Ordinary Resolutions

 

1. To receive the Directors' Report and Financial Statements of the Company
for the year ended 31 March 2025 together with the Independent Auditor's
Report thereon.

 

2. To approve the Directors' Remuneration Report for the year ended 31 March
2025 other than the part of such report containing the Directors' Remuneration
Policy.

 

3. To re-appoint BDO LLP as the auditor of the Company from the conclusion of
the AGM until the conclusion of the next AGM of the Company to be held in 2026
at which financial statements are laid before the Company.

 

4. To authorise the directors of the Company to fix the remuneration of the
auditor.

 

5. To re-elect Ewen Gilmour as a director of the Company in accordance with
the Articles of Association.

 

6. To re-elect Andrew Martin Smith as a director of the Company in accordance
with the Articles of Association and the Listing Rules.

 

7. That, the directors be and hereby are generally and unconditionally
authorised in accordance with Section 551 of the Companies Act 2006, as
amended, (the "Act") to exercise all of the powers of the Company to allot
shares in the Company or to grant rights to subscribe for or to convert any
security into shares in the Company up to an aggregate nominal value of
£250,000, representing approximately 213% of the issued share capital of the
Company as at 10 July 2025, being the latest practical date prior to
publication of this document, provided that the authority conferred by this
resolution 7 shall expire at the conclusion of the Company's next Annual
General Meeting or on the expiry of fifteen months following the passing of
this resolution 7, whichever is the later (unless previously renewed, varied
or revoked by the Company in general meeting).

 

Special Resolutions

 

8. That, the Directors be and hereby are empowered pursuant to Section 570(1)
of the Act to allot or make offers or agreements to allot equity securities
(which expression shall have the meaning ascribed to it in Section 560(1) of
the Act) for cash pursuant to the authority given in accordance with Section
551 of the Act by resolution 7 above as if Section 561 of the Act did not
apply to such allotments, provided that the power provided by this resolution
8 shall expire at the conclusion of the Company's next annual general meeting
or on the expiry of fifteen months following the passing of this resolution 8,
whichever is the later (unless previously renewed, varied or revoked by the
Company in general meeting).

 

9. That, subject to the approval of the High Court of Justice, the amount
standing to the credit of the share premium account of the Company, at the
date the court order is made confirming such cancellation, be and is hereby
cancelled and the amount by which the account is so reduced be credited to a
reserve of the Company.

 

10.   That, the Company be and is hereby authorised to make one or more
market purchases (within the meaning of section 693(4) of the Act) of Ordinary
shares provided that:

 

10.1.  the maximum aggregate number of Ordinary shares authorised to be
purchased is an amount equal to 14.99% of the issued Ordinary shares;

 

10.2.  the minimum price which may be paid for an Ordinary share is their
nominal value;

 

10.3.  the maximum price which may be paid for an Ordinary share, exclusive
of expenses, is an amount equal to the higher of (i) 105% of the average of
the middle market prices shown in the quotations for an Ordinary share in the
Daily Official List of the London Stock Exchange for the five Business Days
immediately preceding the day on which that Ordinary share is purchased; and
(ii) the amount stipulated by Article 5(6) of Market Abuse Regulation; and

 

10.4.  unless renewed, the authority hereby conferred shall expire either at
the conclusion of the annual general meeting of the Company following the
passing of this Resolution 9 or on the expiry of fifteen months from the
passing of this Resolution 9, whichever is the later, save that the Company
may, prior to such expiry, enter into a contract to purchase Ordinary shares
which will or may be completed or executed wholly or partly after such expiry.

 

Proxy votes received were:

 

      Resolution                                                                      For & Discretionary      Against  Withheld
      Ordinary Resolutions
 1.   To receive the Directors' Report and Financial Statements and Auditor's Report  918,727                  0        20,018
 2.   To approve the Directors' Remuneration Report                                   903,848                  4,889    30,008
 3.   To re-appoint BDO LLP as auditor                                                913,838                  4,889    20,018
 4.   To authorise the directors to fix the Auditor's remuneration                    908,737                  9,990    20,018
 5.   To re-elect Ewen Gilmour as a director of the Company                           918,727                  0        20,018
 6.   To re-elect Andrew Martin Smith as a director of the Company                    903,848                  14,879   20,018
 7.   To authorise the Directors to allot shares                                      918,727                  0        20,018
      Special Resolutions
 8.   To waive pre-emption rights in respect of the allotment of shares               903,848                  14,879   20,018
 9.   To cancel the share premium account                                             918,727                  0        20,018
 10.  To authorise the Company to make market purchases of its own shares             908,737                  9,990    20,018

 

 

For further information, please contact:

Hugo Vaux

Guinness Asset Management Limited (Manager)

vct@guinnessventures.com (mailto:vct@guinnessventures.com)

 

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

enquiries@city.uk.com (mailto:enquiries@city.uk.com)

 

Keith Lassman

Howard Kennedy Corporate Services LLP

keith.lassman@howardkennedy.com (mailto:keith.lassman@howardkennedy.com)

 

Alex Collins

Panmure Gordon (UK) Limited (Corporate Broker)

alex.collins@panmure.com (mailto:alex.collins@panmure.com)

 

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