TIDMGVCT
RNS Number : 0039L
Guinness VCT PLC
31 August 2023
Guinness VCT plc (the "Company")
Results of the Annual General Meeting
At the Annual General Meeting of the Company held at noon on
Wednesday 30 August 2023, 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 period
ended 31 March 2023 together with the Independent Auditor's
Report thereon.
2. To approve the Directors' Remuneration Policy.
3. To approve the Directors' Remuneration Report for the period ended 31 March 2023.
4. 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 2024 at which financial
statements are laid before the Company.
5. To authorise the directors of the Company to fix the remuneration of the auditor.
6. To elect Ewen Gilmour as a director of the Company in accordance with the Articles of
Association.
7. To elect Joanna Santinon as a director of the Company in accordance with the Articles of
Association.
8. To elect Andrew Martin Smith as a director of the Company in
accordance with the Articles
of Association and the Listing Rules.
9. 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
GBP250,000, representing approximately
562% of the issued share capital of the Company as at 6 July
2023, being the latest practical date prior
to publication of this document, provided that the authority
conferred by this Resolution 9 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 9, whichever is the
later (unless previously renewed, varied or
revoked by the Company in general meeting).
Special Resolutions
10. 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 9 above as if Section 561 of the Act did not
apply to such allotments, provided that
the power provided by this Resolution 10 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 10,
whichever is the later (unless previously renewed, varied or
revoked by the Company in general
meeting).
11. 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:
11.1 the maximum aggregate number of Ordinary shares authorised
to be purchased is an
amount equal to 14.99% of the issued Ordinary shares;
11.2 the minimum price which may be paid for an Ordinary share
is their nominal value;
11.3 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
11.4 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 11
or on the expiry of fifteen months from the passing of this
Resolution 11, 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 & Against Withheld
Discretionary
Ordinary Resolutions
------------------------------------------- --------------- -------- ---------
To receive and adopt the Directors' Report
and Financial Statements and Auditor's
1. Report 331,210 0 0
------------------------------------------- --------------- -------- ---------
To approve the Directors' Remuneration
2. Policy 331,210 0 0
------------------------------------------- --------------- -------- ---------
To approve the Directors' Remuneration
3. Report 331,210 0 0
------------------------------------------- --------------- -------- ---------
4. To appoint BDO LLP as auditor 331,210 0 0
------------------------------------------- --------------- -------- ---------
To authorise the directors to fix the
5. Auditor's remuneration 331,210 0 0
------------------------------------------- --------------- -------- ---------
To elect Ewen Gilmour as a director of
6. the Company 331,210 0 0
------------------------------------------- --------------- -------- ---------
To elect Joanna Santinon as a director
7. of the Company 331,210 0 0
------------------------------------------- --------------- -------- ---------
8. To elect Andrew Martin Smith as a director 331,210 0 0
of the Company
------------------------------------------- --------------- -------- ---------
9. To authorise the Directors to allot shares 331,210 0 0
------------------------------------------- --------------- -------- ---------
Special Resolutions
------------------------------------------- --------------- -------- ---------
To waive pre-emption rights in respect
10. of the allotment of shares 331,210 0 0
------------------------------------------- --------------- -------- ---------
To authorise the Company to make market
11. purchases of its own shares 331,210 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
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END
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August 31, 2023 10:44 ET (14:44 GMT)
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