REG - Guinness VCT PLC - Result of AGM

Guinness VctAnnouncement

31/08/2023 15:45

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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 £250,000, 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 & Discretionary      Against  Withheld
      Ordinary Resolutions
 1.   To receive and adopt the Directors' Report and Financial Statements and
      Auditor's Report

                                                                               331,210                  0        0
 2.   To approve the Directors' Remuneration Policy                            331,210                  0        0
 3.   To approve the Directors' Remuneration Report                            331,210                  0        0
 4.   To appoint BDO LLP as auditor                                            331,210                  0        0
 5.   To authorise the directors to fix the Auditor's remuneration             331,210                  0        0
 6.   To elect Ewen Gilmour as a director of the Company                       331,210                  0        0
 7.   To elect Joanna Santinon as a director of the Company                    331,210                  0        0
 8.   To elect Andrew Martin Smith as a director of the Company                331,210                  0        0
 9.   To authorise the Directors to allot shares                               331,210                  0        0

      Special Resolutions
 10.  To waive pre-emption rights in respect of the allotment of shares        331,210                  0        0
 11.  To authorise the Company to make market purchases of its own shares      331,210                  0        0

 

 

For further information, please contact:

Hugo Vaux

Guinness Asset Management Limited (Manager)

vct@guinnessfunds.com (mailto:vct@guinnessfunds.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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