EDINBURGH WORLDWIDE
INVESTMENT TRUST PLC ('EWI')
Legal
Entity Identifier: 213800JUA8RKIDDLH380
Results of Annual General
Meeting
At the Annual General Meeting ('AGM') held on 5
March 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 October 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 October
2023.
3. To
re-elect Helen James as a Director of the Company.
4. To
re-elect Caroline Roxburgh as a Director of the Company.
5. To
re-elect Jonathan Simpson-Dent as a Director of the
Company.
6. To
re-elect Mungo Wilson as a Director of the Company.
7. To
re-elect Dr Mary Gunn as a Director of the Company.
8. To
re-elect Jane McCracken as a Director of the Company.
9. 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.
10. To authorise the Directors to determine the
remuneration of the Independent Auditor of the Company.
11. That, 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 shares in the
Company and to grant rights to subscribe for or to convert any
security into shares in the Company ('Securities') provided that
such authority shall be limited to the allotment of shares and
grant of rights in respect of shares with an aggregate nominal
value of up to £1,270,941.24 (representing approximately 33% of the
nominal value of the issued share capital as at 23 January 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 Securities
to be allotted or granted after the expiry of such authority and
the Directors shall be entitled to allot or grant Securities in
pursuance of such an offer or agreement as if such authority had
not expired.
Special
Resolutions
12. That, subject to the passing of Resolution
11 above, 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) for cash pursuant to the
authority given by Resolution 11 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 £385,133.71 (representing approximately
10% of the nominal value of the issued share capital of the Company
as at 23 January 2024).
13. 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
in the capital of the Company ('Ordinary Shares') (either for
retention as treasury shares for future reissue, resale, transfer
or for cancellation) provided that:
a) the maximum aggregate number of
Ordinary Shares hereby authorised to be purchased is 57,769,017 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. an amount equal to the
higher of the price of the last independent trade of an Ordinary
Share and the highest current independent bid for an Ordinary Share
on the trading venue where the purchase is 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 13 were passed on a poll. A breakdown of
the votes registered is shown below:
Resolution
|
Votes for (including
votes at the discretion of the Chairman)
|
%
|
Votes
Against
|
%
|
Votes
Withheld
|
Ordinary
Resolutions
|
1
|
66,106,149
|
99.58
|
276,835
|
0.42
|
160,866
|
2
|
65,221,813
|
98.37
|
1,081,390
|
1.63
|
271,527
|
3
|
58,569,770
|
88.24
|
7,808,239
|
11.76
|
196,721
|
4
|
63,736,760
|
96.03
|
2,631,805
|
3.97
|
206,165
|
5
|
63,783,234
|
96.10
|
2,586,929
|
3.90
|
204,567
|
6
|
63,748,530
|
96.05
|
2,623,469
|
3.95
|
202,731
|
7
|
61,323,269
|
92.42
|
5,033,112
|
7.58
|
218,349
|
8
|
63,733,694
|
96.03
|
2,632,420
|
3.97
|
208,616
|
9
|
65,783,031
|
99.16
|
560,372
|
0.84
|
231,327
|
10
|
66,022,835
|
99.40
|
399,443
|
0.60
|
152,452
|
11
|
65,826,837
|
99.11
|
594,233
|
0.89
|
148,430
|
Special
Resolutions
|
12
|
65,574,498
|
98.82
|
783,868
|
1.18
|
216,364
|
13
|
66,123,565
|
99.47
|
349,919
|
0.53
|
101,246
|
Baillie Gifford & Co
Limited
Company Secretaries
5 March
2024
Regulated Information Classification:
Additional regulated information required to be disclosed
under applicable laws