Guinness VCT plc (the "Company")
Results of the Annual General Meeting
At the Annual General Meeting of the
Company held at noon on Thursday 29 August 2024, the following
resolutions were duly passed on a show of hands.
Ordinary Resolutions
1. To
receive and adopt the Directors' Report and Financial Statements of
the Company for the year
ended 31 March 2024 together with the Independent Auditor's Report
thereon.
2. To
approve the Directors' Remuneration Report for the year ended 31
March 2024.
3. To
appoint BDO LLP as the auditor of the Company from the conclusion
of the AGM until the
conclusion of the next annual general meeting of the Company to be
held in 2025 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 Joanna
Santinon 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
326% of the issued share capital of the Company as at 11 July 2024,
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, 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:
9.1 the maximum
aggregate number of Ordinary shares authorised to be purchased is
an
amount equal to 14.99% of the issued Ordinary
shares;
9.2 the minimum price
which may be paid for an Ordinary share is their nominal
value;
9.3 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
9.4 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 and adopt the Directors'
Report and Financial Statements and Auditor's Report
|
55,335
|
0
|
0
|
2.
|
To approve the Directors'
Remuneration Report
|
45,345
|
0
|
9,990
|
3.
|
To appoint BDO LLP as
auditor
|
55,335
|
0
|
0
|
4.
|
To authorise the directors to fix
the Auditor's remuneration
|
45,345
|
9,990
|
0
|
5.
|
To elect Joanna Santinon as a
director of the Company
|
55,335
|
0
|
0
|
6.
|
To elect Andrew Martin Smith as a
director of the Company
|
45,345
|
9,990
|
0
|
7.
|
To authorise the Directors to allot
shares
|
55,335
|
0
|
0
|
|
|
|
|
|
|
Special Resolutions
|
|
|
|
8.
|
To waive pre-emption rights in
respect of the allotment of shares
|
45,345
|
9,990
|
0
|
9.
|
To authorise the Company to make
market purchases of its own shares
|
55,335
|
0
|
0
|
For
further information, please contact:
Hugo Vaux
Guinness Asset Management Limited
(Manager)
vct@guinnessfunds.com
Robin Smeaton
The City Partnership (UK) Limited
(Company Secretary)
enquiries@city.uk.com
Keith Lassman
Howard Kennedy Corporate Services
LLP
Keith.Lassman@howardkennedy.com
Alex Collins
Panmure Gordon (UK) Limited
(Corporate Broker)
alex.collins@panmure.com