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3 Jul 2026 09:41
SCOTTISH MORTGAGE INVESTMENT TRUST PLC
Legal Entity Identifier: 213800G37DCS3Q9IJM38
Annual General Meeting, 2 July 2026
At the Annual General Meeting ('AGM') held on 2 July 2026 all resolutions were passed, including those detailed below.
· Shareholders approved an ordinary resolution granting the Directors' general authority to issue shares up to an aggregate nominal amount of £5,514,584 representing approximately 10% of the total issued share capital (excluding treasury shares) of the Company as at 21 May 2026. This authority will expire on 2 October 2027 or, if earlier, at the conclusion of the AGM of the Company to be held in 2027 (unless previously varied, revoked or renewed).
· Shareholders approved a special resolution granting the Company authority to allot equity securities or sell treasury shares for cash on a non pre-emptive basis up to £5,514,584, being approximately 10% of the issued share capital (excluding treasury shares) of the Company as at 21 May 2026. The Directors do not intend to use these powers to issue shares or sell treasury shares at a discount to net asset value on the basis of debt valued at fair value. This authority will expire on 2 October 2027 or, if earlier, at the conclusion of the AGM to be held in 2027 (unless previously varied, revoked or renewed).
· Shareholders approved under Special Business an ordinary resolution authorising the Directors for the purposes of LR15.4.11 of the Listing Rules of the UK Listing Authority of the Financial Conduct Authority to issue shares or sell treasury shares (as defined in section 724 of the Companies Act 2006) for cash at a price below the net asset value per share of those shares without first offering those shares pro rata to existing Shareholders.
· Shareholders approved a special resolution renewing the Company's authority to make market purchases of up to 14.99% of the Company's issued share capital (excluding treasury shares), being 165,327,229 ordinary shares of 5 pence. The Company's authority permits it to hold shares bought back "in treasury". Such treasury shares may subsequently be either sold for cash or cancelled. This authority will expire at the conclusion of the AGM to be held in 2027 (unless previously varied, revoked or renewed).
· Shareholders approved a special resolution approving and adopting new Articles of Association in substitution for, and to the exclusion of, the Company's existing Articles of Association, with effect from the conclusion of the AGM. The new Articles update the Company's Articles principally to reflect changes in law and regulation and developments in market practice.
All resolutions were passed on a poll. A breakdown of the votes registered is shown below:
Resolution | Votes for(including votesat the discretionof theChairman) | VotesAgainst | VotesWithheld |
1 | 343,012,837 | 399,030 | 356,457 |
2 | 341,712,179 | 1,007,260 | 1,048,885 |
3 | 341,985,285 | 859,332 | 923,707 |
4 | 343,129,681 | 317,851 | 320,792 |
5 | 342,663,142 | 351,674 | 753,508 |
6 | 342,676,266 | 326,915 | 765,143 |
7 | 342,522,746 | 495,455 | 750,123 |
8 | 342,467,267 | 554,067 | 746,990 |
9 | 342,266,821 | 733,370 | 768,133 |
10 | 342,438,626 | 550,250 | 779,448 |
11 | 342,687,031 | 586,404 | 493,389 |
12 | 343,059,462 | 327,174 | 380,188 |
13 | 342,568,318 | 697,606 | 500,900 |
14 | 341,639,497 | 1,446,928 | 680,399 |
15 | 340,865,381 | 2,187,977 | 713,466 |
16 | 332,619,088 | 10,775,712 | 372,024 |
17 | 260,170,479 | 82,477,301 | 1,119,044 |
Although Resolution 17 was passed, the Board notes that 24.1 per cent. of votes cast were against the Board's recommendation. The Board acknowledges the views expressed by shareholders and will engage with relevant shareholders to understand the reasons behind the level of opposition. The Board will provide an update on the views received from shareholders and any actions taken or proposed within six months of the AGM, and will include a final summary in the Company's next Annual Report and, where applicable, in the explanatory notes to resolutions at the next AGM.
With regard to the new Articles, the Board reiterates that, although the new Articles permit shareholder meetings to be held by wholly electronic means, it has no intention of holding a virtual-only meeting if it can reasonably be avoided and remains committed to future general meetings incorporating a physical meeting at which shareholders can meet the Board face to face.
The full text of all the resolutions can be found in the Notice of Annual General Meeting which is available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Baillie Gifford & Co Limited
Company Secretaries
3 July 2026
Regulated Information Classification: Additional regulated information required to be disclosed under applicable laws and regulation.
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