Baillie Gifford US Growth Trust
plc ('USA')
Legal
Entity Identifier: 213800UM1OUWXZPKE539
Annual General Meeting
27 September 2024
At the Annual General Meeting ('AGM') held on 27 September
2024 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 2024 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 2024.
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 re-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 £984,262.33 (representing
approximately one-third of the nominal value of the issued share
capital excluding treasury shares as at 16 August 2024), 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 £295,278.70 (representing approximately 10% of the
nominal value of the issued share capital excluding treasury shares
of the Company as at 16 August 2024).
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 44,262,277, 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 Chair of the meeting were received prior to the
meeting.
|
Resolution
|
Votes For (including
votes at the discretion of the Chair)
|
%
|
Votes
Against
|
%
|
Votes
Withheld
|
%
|
|
Ordinary
Resolutions
|
|
|
1
|
110,213,405
|
99.95
|
38,098
|
0.03
|
12,785
|
0.01
|
|
2
|
109,868,571
|
99.64
|
326,222
|
0.30
|
69,495
|
0.06
|
|
3
|
110,086,895
|
99.84
|
98,975
|
0.09
|
78,418
|
0.07
|
|
4
|
110,024,699
|
99.78
|
162,509
|
0.15
|
77,080
|
0.07
|
|
5
|
110,103,843
|
99.85
|
80,765
|
0.07
|
79,680
|
0.07
|
|
6
|
110,055,293
|
99.81
|
94,315
|
0.09
|
114,680
|
0.10
|
|
7
|
110,013,677
|
99.77
|
173,844
|
0.16
|
76,767
|
0.07
|
|
8
|
110,164,664
|
99.91
|
76,271
|
0.07
|
23,353
|
0.02
|
|
9
|
110,179,209
|
99.92
|
66,757
|
0.06
|
18,322
|
0.02
|
|
10
|
110,158,704
|
99.90
|
96,580
|
0.09
|
9,004
|
0.01
|
|
Special
Resolutions
|
|
|
11
|
110,080,340
|
99.83
|
173,682
|
0.16
|
10,266
|
0.01
|
|
12
|
110,225,740
|
99.97
|
34,284
|
0.03
|
4,264
|
0.00
|
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
27 September 2024
Regulated Information Classification:
Additional regulated information required to be disclosed under
applicable laws and regulations.