TIDMUSA
RNS Number : 8089M
Baillie Gifford US Growth Trust PLC
18 September 2023
Baillie Gifford US Growth Trust plc ('USA')
Legal Entity Identifier: 213800UM1OUWXZPKE539
Annual General Meeting
18 September 2023
At the Annual General Meeting ('AGM') held on 18 September 2023
shareholders approved the following resolutions:
Ordinary Resolutions
1. To receive and adopt the Annual Report and Financial
Statements of the Company for the financial year ended 31 May 2023
together with the Reports of the Directors and of the Independent
Auditor thereon.
2. To approve the Directors' Annual Report on Remuneration for
the financial year ended 31 May 2023.
3. To re-elect Mr TJW Burnet as a Director of the Company.
4. To re-elect Ms SP Inglis as a Director of the Company.
5. To re-elect Mr GD Paterson as a Director of the Company.
6. To re-elect Mr CRD van der Kuyl as a Director of the Company.
7. To re-elect Ms RL Palmer as a Director of the Company.
8. To appoint 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, in substitution to 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 ordinary shares in the capital of
the Company, or C shares convertible into ordinary shares, provided
that such authority shall be limited to the allotment of ordinary
shares and grant of rights in respect of ordinary shares with an
aggregate nominal value of up to GBP1,017,179.00 (representing
approximately one-third of the nominal value of the issued share
capital excluding treasury shares as at 4 August 2023), 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 ordinary
shares or C shares to be allotted or granted after the expiry of
such authority and the Directors shall be entitled to allot or
grant ordinary shares or C shares 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 to any existing authorities 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
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, and including ordinary shares and C
shares) 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 after such expiry and the Directors may
allot equity securities 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
GBP305,153.70 (representing approximately 10% of the nominal value
of the issued share capital excluding treasury shares of the
Company as at 4 August 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 generally and unconditionally authorised, 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 1p each in the capital of
the Company ('ordinary shares') (either for retention as treasury
shares for future reissue, resale or transfer or for cancellation)
provided that:
a) the maximum aggregate number of ordinary shares hereby
authorised to be purchased is 45,742,539, or, if less, the number
representing approximately 14.99% of the issued ordinary share
capital (excluding treasury shares) 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
any ordinary share purchased pursuant to this authority shall not
be more than the higher of: (i) 5% above the average closing price
on the London Stock Exchange of an ordinary share over the five
business days immediately preceding the day of purchase; and (ii)
the higher of the price of the last independent trade and the
highest current independent bid for an ordinary share in the
Company on the trading venues where the market purchases by the
Company pursuant to the authority conferred by this Resolution 12
will be 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 next Annual General Meeting, 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 or contracts.
Resolutions 1 to 12 were passed on a show of hands. The
following levels of proxy appointments and associated instructions
in favour of the Chairman of the meeting were received prior to the
meeting.
Resolution Votes For (including % Votes % Votes Withheld
votes at the discretion Against
of the Chairman)
Ordinary Resolutions
1 79,845,775 99.96 30,130 0.04 62,973
2 79,662,523 99.72 226,384 0.28 49,971
3 79,768,988 99.86 108,256 0.14 61,634
4 79,762,646 99.86 114,532 0.14 61,700
5 79,761,711 99.86 115,533 0.14 61,634
6 79,759,653 99.86 114,598 0.14 64,627
7 79,761,711 99.86 115,467 0.14 61,700
8 79,807,485 99.90 82,163 0.10 49,230
9 79,804,884 99.89 90,385 0.11 43,609
10 79,755,133 99.76 189,975 0.24 33,180
Special Resolutions
11 79,663,085 99.72 219,997 0.28 55,796
12 79,675,014 99.71 232,632 0.29 31,232
The full text of all the resolutions can also be found in the
Notice of Annual General Meeting which is available for viewing at
the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Baillie Gifford & Co Limited
Company Secretaries
18 September 2023
Regulated Information Classification: Additional regulated
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regulations.
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