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21 May 2025 10:33
FORMATTING AMENDMENT
The 'Result of AGM' announcement released on 20 May 2025 at 15:38 under RNS No 4618J has been reformatted to clarify Resolution 12 is a Special Resolution.
All material details remain unchanged.
The full text is shown below.
BAILLIE GIFFORD SHIN NIPPON PLC (BGS)
Legal Entity Identifier: X5XCIPCJQCSUF8H1FU83
Annual General Meeting, 20 May 2025
All resolutions were passed at the AGM of the Company held on 20 May 2025, including those detailed below:
Ordinary Business
· Shareholders approved an ordinary resolution renewing the Directors' general authority to issue shares up to an aggregate nominal amount of £1,802,428.40 and a special resolution to allot a limited number of shares for cash on a non pre-emptive basis up to £540,782.60 (being approximately 10% of the nominal value of the issued share capital of the Company as at 31 March 2025). These authorities will expire at the earlier of 20 August 2026 or at the conclusion of the next Annual General Meeting of the Company, unless previously varied, revoked or renewed.
· Shareholders approved a special resolution authorising the Company to buy-back its own shares up to a maximum of 14.99% of the Company's issued share capital, being 40,531,656 ordinary shares of 2p. This authority will expire at the conclusion of the AGM to be held in respect of the year ending 31 January 2026 unless previously varied, revoked or renewed.
Special Business
· That, subject to the confirmation of the Court of Session (the Court) and subject also to any undertaking required by the Court:
(i) the share capital of the Company be reduced by cancelling the entire amount standing to the credit of the Company's share premium account as at the date of the final hearing before the Court at which the confirmation of the said cancellation is sought; and
(ii) the credit thereby arising in the Company's books of account from the cancellation of the Company's share premium account be applied in crediting a distributable reserve (to be designated the Distributable Capital Reserve) to be established in the Company's books of account which shall be able to be applied in any manner in which the Company's profits available for distribution (as determined in accordance with the Companies Act 2006) are able to be applied.
The full text of all the resolutions can be found in the Notice of Annual General Meeting contained in the Annual Report and Financial Statements which is available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Resolutions 1 to 14 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 | 120,504,912 | 99.92 | 97,188 | 0.08 | 42,977 |
|
2 | 119,486,561 | 99.20 | 966,266 | 0.80 | 192,250 |
|
3 | 120,503,628 | 99.93 | 79,113 | 0.07 | 62,336 |
|
4 | 117,397,526 | 97.47 | 3,051,834 | 2.53 | 195,717 |
|
5 | 113,970,730 | 94.59 | 6,513,681 | 5.41 | 160,666 |
|
6 | 117,498,118 | 97.56 | 2,941,749 | 2.44 | 205,210 |
|
7 | 117,498,223 | 97.53 | 2,974,242 | 2.47 | 172,612 |
|
8 | 117,559,740 | 97.57 | 2,924,671 | 2.43 | 194,316 |
|
9 | 120,210,267 | 99.75 | 301,987 | 0.25 | 132,823 |
|
10 | 120,370,790 | 99.88 | 147,390 | 0.12 | 126,897 |
|
11 | 119,785,314 | 99.37 | 756,113 | 0.63 | 103,650 |
|
Special Resolutions |
| |||||
12 | 119,674,908 | 99.29 | 857,288 | 0.71 | 112,881 |
|
13 | 115,787,792 | 96.00 | 4,825,258 | 4.00 | 32,027 |
|
14 | 120,306,719 | 99.77 | 279,110 | 0.23 | 59,248 |
|
Baillie Gifford & Co Limited
Company Secretaries
20 May 2025
Regulated Information Classification: Additional regulated information required to be disclosed under applicable laws.
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