Annual Report • Aug 1, 2024
Annual Report
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European Smaller Companies Trust plc Annual Report and Accounts 2024 Before you invest in a Smaller Company you need to understand their hopes and fears The investment objective of Montanaro European Smaller Companies Trust plc (the “Company” or “Trust”) is to achieve capital growth by investing principally in Continental European quoted smaller companies. The Company’s benchmark index is the MSCI Europe ex-UK SmallCap Index (in Sterling terms). The Company was launched in May 1981. Its current objective and investment policy were adopted in September 2006. Its Ordinary shares are listed on the Main Market of the LondonStock Exchange. The Company conducts its affairs so that its Ordinary shares can be recommended by IFAs to ordinary retail investors inaccordance with the FCA’s rules relating to non-mainstream investment products and intends to continue to do so. Contents Highlights 1 Strategic Report Chairman’s Statement 2 Manager’s Report 5 ESG Report 8 Twenty Largest Holdings 10 Portfolio Analysis 12 Historic Record 13 Business Model and Strategy 14 Principal and Emerging Risks 16 Directors’ Duties 20 Governance Board of Directors 23 Directors’ Report 24 Corporate Governance Statement 28 Report of the Audit Committee 31 Directors’ Remuneration Report 34 Statement of Directors’ Responsibilities 37 Financial Report Independent Auditors’ Report 38 Statement of Comprehensive Income 45 Balance Sheet 46 Statement of Changes in Equity 47 Statement of Cash Flows 48 Notes to the Financial Statements 49 Other Information AIFMD Disclosures 62 Alternative Performance Measures 63 Glossary of Terms 65 Shareholder Information 67 Notice of Annual General Meeting 69 Advisers IBC This document is important and refers to certain matters on which voting action is required. Shareholders who are in any doubt as to what action to take should consult an appropriate independent adviser immediately. If any shareholder has sold or transferred all their shares in the Company, they should pass this document to the purchaser or transferee or to the person through whom the transfer or sale was effected for onward transmission to the transferee or purchaser. * Inside Back cover Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 1 Highlights for the year ended 31 March 2024 Performance Total return% 1 year 3 year 5 year 10 year MAM Net Asset Value (“NAV”) per share (1) 4.9% 5.7% 68.6% 203.4% 478.5% Share Price (1) 4.3% (9.8%) 65.7% 190.4% 447.4% Benchmark (2) 5.9% 6.4% 45.6% 124.7% 301.1% Capital return% 1 year 3 year 5 year 10 year MAM* NAV per share (1) 4.2% 3.7% 63.0% 177.7% 382.0% Share Price (1) 3.6% (11.5%) 60.1% 163.9% 346.4% Benchmark (2) 3.4% (0.1%) 32.1% 86.7% 187.5% Sources: Morningstar Direct, Association of Investment Companies (“AIC”), Montanaro Asset Management Limited (“MAM”). As at 31 March 2024 2023 % change Ordinary share price 142.5p 137.6p 3.6 NAV per Ordinary share 165.1p 158.4p 4.2 Discount to NAV (1) (13.7%) (13.1%) Net assets (£’000s) 312,720 299,975 4.2 Market capitalisation (£’000s) 269,934 260,652 3.6 Net gearing employed (1) 2.9% 3.3% Year ended 31 March 2024 2023 % change Revenue return per Ordinary share 1.42p 1.10p 29.1 Dividend per Ordinary share (1) 1.125p 0.970p 16.0 Ongoing charges (1) 1.0% 1.0% Portfolio turnover (1) 16% 14% * From 5September 2006, when MAM was appointed as Investment Manager. ** Details provided in the Glossary on pages65 and 66. (1) Refer to Alternative Performance Measures on page63. (2) From 5September 2006, the benchmark was the MSCI Europe SmallCap Index. The benchmark was changed on 1June 2009 to the MSCI Europe ex-UK SmallCap Index (in Sterling terms). page 2 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Chairman’s Statement For the year ended 31 March 2024 Results The Net Asset Value (“NAV”) (with dividends reinvested) rose by 4.9% to 165.1p per share during the financial year ended 31March 2024. In comparison, the benchmark (the MSCI Europe (ex-UK) Small Cap Index) rose by 5.9% (in Sterling terms). Theshare price (with dividends reinvested) gained 4.3% as the discount to NAV widened from 13.1% to 13.7%. The first half of the period was characterised by an environment where ‘growth’ companies underperformed ‘value’ and high-quality companies underperformed low quality. As Montanaro Asset Management (“Montanaro”, “MAM” or the “Manager”) seeks to invest exclusively in high quality, growing companies, these style shifts acted as a headwind. These headwinds subsided around the end of October 2023 which led to better performance in the second half of the year to 31 March 2024. Whilst recognising that recent short-term performance has been challenging, Montanaro have a long-term investment approach. Over 5 and 10 years, your Trust has delivered NAV total returns of 68.6% and 203.4%, outperforming the benchmark by 23.0% and 78.7% respectively. The Trust’s performance compares favourably with the European Smaller Companies peer group, with the NAV total return being second over five years and first over ten years. Since Montanaro were appointed in September 2006, the NAV total return has been 478%, 177% ahead of the benchmark and 2.1%per annum ahead of the benchmark. Earnings and Dividends Revenue earnings per share rose to 1.42p in the period (2023: 1.10p). An interim dividend of 0.225p per share was paid on 26January 2024. The Board recommends the payment of a final dividend of 0.9p per share payable on 16September 2024 to shareholders on the register on 16August 2024. Subject to shareholder approval, this would bring the total dividends for the year to 1.125p per share, an increase of 16%. The Trust holds substantial revenue reserves available for distribution, which gives the Board the ability to smooth any short-term income volatility. Environmental, Social and Governance (“ESG”) Montanaro believe there is a clear correlation between how well a business fares on Environmental, Social and Governance grounds and the value it creates for its shareholders. This is why ESG considerations have formed an integral part of their assessment of a company’s ‘quality’ and have been fully integrated into their investment process for many years. The depth of Montanaro’s commitment is perhaps best exemplified by the fact that they are one of the few UK asset managers to be a certified B Corporation. CertifiedBCorporations are businesses that meet the highest standards of verified social and environmental performance, public transparency and legal accountability to balance profit and purpose. It is a certification Montanaro have held since 2019 and which was renewed for a further three years in 2022. Montanaro’s score rose from 81.8 to 105.5 (classified as ‘outstanding’), which demonstrates their commitment to continual improvement. Montanaro’s commitment to ESG has been recognised: they have won two awards: one from Ethical Finance for “Best Small & Mid-Cap Sustainable Investment Boutique 2024 – UK” ; and another from Investors’ Chronicle and the Financial Times for “ESG Company of the Year 2023”. An ESG Report is included on pages 8 and 9 of this Annual Report. It covers the developments in Montanaro’s approach and commitment to ESG as well as how they are interacting with investee companies. Board Composition The Board is actively engaged in an independent recruitment process for a fourth non-executive Director. We expect the Board to be comprised of four members going forward following this process. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 3 Borrowings The Board, regularly reviews the gearing strategy of the Trust and approves any gearing facility. Gearing amplifies the returns from underlying profits or losses generated by the investmentportfolio. The Board has set a maximum limit on borrowing (net of cash) of 30% of shareholders’ funds at the time of borrowing. At the end of the financial year, the Trust had borrowings (net of cash) of 2.9% compared to 3.3% at the beginning of the year. During the year, the Trust’s borrowings in the form of a €10million fixed rate loan and a €15 million revolving credit facility matured. The Board has replaced these facilities with a new €10 million fixed rate loan and a new €15 million revolving credit facility, both of which are due to mature on 13September 2026. Authority to Issue and Buyback Shares Our stated policies on share buybacks and share issuances are set out on page 27. The Board will seek to renew the Trust’s share buyback and issuance authorities at the forthcoming Annual General Meeting (see page 69). The Board actively monitors the level of NAV discount for the Trust relative to its peers and how it compares with the average discount for the investment trust sector as a whole. The discount was high by historical standards at the year-end, but in line with the peer group. As a result, no share buybacks were implemented during the period. Communication with Shareholders Over the past few years, the composition of our shareholder base has changed significantly with an increasing number of individual investors coming onto the register via investment platforms. We are keen to encourage an open dialogue to keep all shareholders up to date with key developments. Our website – www.montanaro.co.uk/trust/mesct – is continually updated with factsheets, reports, presentations, webinar recordings and commentaries as well as more details about the Manager, investment philosophy and process. We encourage shareholders to visit regularly and welcome any feedback and suggestions. Annual General Meeting (“AGM”) The AGM will be held at the offices of Montanaro Asset Management Limited, 53 Threadneedle Street, London EC2R8AR on 5 September 2024 at 11.00 am. Shareholders are encouraged to attend the meeting where there will be an opportunity to meet and ask questions of the Board and theManager. Outlook As reported in our Interim Results, European SmallCap valuation indicators remain at levels significantly below their long-term average. Since the peak in August 2020, the forward P/E of SmallCaps in Continental Europe has fallen from over 23x to around 13x at the end of March 2024. This de-rating means they sit at a discount to their long-term history, as shown in the chart below: MSCI Europe ex-UK SmallCap – 12 month forward P/E 6 8 10 12 14 16 18 20 22 24 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Source: Montanaro Asset Management, MSCI, FactSet. Note: Thick red line = average +2 standard deviations (dashed red line = average + 1 standard deviation). Thickgreen line = average -2 standard deviations (dashed green line = average -1 standard deviation). Black line = average. page 4 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Chairman’s Statement continued Moreover, European SmallCap is valued at a discount to the wider market, which is unusual. Indeed, the discount is at a level last seen in the depths of the Global Financial Crisis: Europe ex-UK Small v. Market – 12 month forward P/E (MSCI Europe ex-UK SmallCap v. MSCI Europe ex-UK Index, GBP) -1 5% -1 0% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60% 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 Feb 2024: -12%Dec 2008: -3% 24 Source: Montanaro Asset Management, MSCI, FactSet. Note: Thick red line = average +2 standard deviations (dashed red line = average + 1 standard deviation). Thickgreen line = average -2 standard deviations (dashed green line = average -1 standard deviation). Black line = average. These two charts suggest that European SmallCap is attractive on both an absolute and relative basis. Over the long term, we believe that earnings are the most important driver of share prices. In 2023, the average company in your portfolio grew its earnings by double digits and delivered high returns on capital. This, combined with attractive absolute and relative valuations for the asset class, means that we look forward to the future with confidence. R M CURLING Chairman 20 June 2024 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 5 The Attractions of Quoted European Smaller Companies (‘SmallCap”) The key attraction of investing in smaller companies is their long-term record of delivering higher returns to investors than large companies. In the UK, over the last 69 years, this has amounted to an average of 3.1% per annum (the “SmallCap Effect”). £1 invested in UK large companies on 1 January 1955 would now be worth £1,357 whereas the same £1 invested in smaller companies would now be worth £9,171 – almost seven times more. Continental European Small v. LargeCap (MSCI Europe ex UK SmallCap v. LargeCap indices, Net Total Return) (rebased to 100 from 31December 2000) 31 Dec 2000 MSCI Europe (ex UK) SmallCap (in GBP terms)MSCI Europe (ex UK) LargeCap (in GBP terms) 1000 900 800 700 600 500 400 300 200 100 0 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 18 21 22 17 2019 23 24 There is less comprehensive data on Europe – it only goes back to 2000. However, this suggests that the SmallCap Effect is even more pronounced on the Continent: as the chart above illustrates, European ‘small’ companies have outperformed by 4.2% p.a. Remarkably, European SmallCaps have returned just shy of 10% p.a. since the turn of the century, thereby outperforming the vast majority of SmallCap markets around the world including the UK, Japan, Australia, the BRICs (Brazil, Russia, India and China) and even the USA (based on the Russell 2000 index). The market for European smaller companies is inefficient. While some large companies are analysed by more than 50 brokers, many smaller companies in Europe have little or no coverage. We believe that this makes it easier for those with a high level of internal resources to identify attractive, undervalued and overlooked investment opportunities. This in turn makes it possible to deliver long-term performance over and above that of the benchmark. Montanaro Asset Management Montanaro was established in 1991. We have one of the largest and most experienced specialist teams in the UK dedicated exclusively to researching and investing in quoted small companies. Our team of 39 includes 12 nationalities and 18 Analysts and Portfolio Managers, which gives us the breadth of resources required to conduct thorough in-house research. At 31 March 2024, we were looking after around £3.3 billion of client assets. We have been the Manager of your Trust since September 2006. Investment Philosophy and Approach We specialise in researching and investing in quoted smallercompanies. We have a disciplined, two-stage investment process. In the first stage, we identify ‘good businesses’ within our investable universe. We look for high quality companies in markets that are growing. They must be profitable; have good and experienced management; deliver sustainably high returns on capital employed; enjoy high and ideally growing profit margins reflecting pricing power and a strong market position; and provide goods and services that are in demand and likely to remain so. We prefer companies that can deliver self-funded organic growth and remain focused on their core areas of expertise, rather than businesses that spend a lot of time onacquisitions. Manager’s Report page 6 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Conversely, we avoid those with stretched balance sheets; poor free cash flow generation; incomprehensible or heavily adjusted accounts; unproven or unreliable management; or that face structurally challenged business models with stiffcompetition. A company must also pass our stringent quality and ESG checklists. ESG has been integrated into our disciplined investment process for almost two decades. When we have identified a company that we believe is high quality, has structural growth and is well managed from a business and ESG perspective, it is reviewed by our Investment Committee before it can proceed to the next stage. Companies that do not possess all these attributes are rejected. Companies that pass the first stage then undergo a valuation assessment. We determine their intrinsic value, typically through a proprietary discounted cash flow analysis, to ensure they will make a ‘good investment’ (‘good businesses’ and ‘good investments’ are not always the same). The Investment Committee scrutinises the forecasts and assumptions made for each business and discusses the risk profile with the Analyst for a company before adding it to our Approved List. Companies that are on the Approved List and which we also believe are attractively valued are then eligible for inclusion in your portfolio. Our Investment Team use their industry knowledge and a range of proprietary screens to continually search for new ideas. With thousands of quoted companies from which to choose, we are spoiled for choice. We believe that a deep understanding of a company’s business model and the way it is managed are essential. We visit our investee companies on a regular basis. We examine management’s past track record in detail as we seek to understand their goals and aspirations. In smaller companies, the decisions and motivation of the entrepreneurial management can make or break a company, which is why meeting them is so important. We look closely at the board structure; the level of insider ownership; and examine remuneration and corporate governance policies carefully. Once a company has been added to the portfolio, our Investments Team conducts ongoing analysis. We will sell a holding if we believe that the company’s underlying quality is deteriorating or if there has been a fundamental change to the investment case or management. We will get things wrong and make mistakes, but we try to learn from them. In summary, we invest in well managed, high quality, growing companies bought at sensible valuations. We keep turnover and transaction costs low and follow our companies closely over many years. We would rather pay more for a higher quality, more predictable company that can be valued with greater certainty. Finally, we align our interests with our investors by investing meaningful amounts of our own money alongside yours. We are significant shareholders in the Trust. The Portfolio At 31 March 2024, the portfolio consisted of 50 companies of which the top ten holdings represented 37%. Sector and country distributions within the portfolio are driven by stock selection. Although weightings relative to the market are monitored, overweight and underweight positions are based on where the greatest value and upside are perceived to be. Performance Attribution The largest positive contributors over the period were: ATOSS Software is a developer of workforce management software, primarily within the DACH region. The company had an excellent year, with strong demand for its products driving continued double-digit revenue and earnings growth. VZ Holding is a Swiss independent financial consultant and wealth manager. The company had another strong year of underlying growth while higher interest rates on deposits provided an additional boost to profits. CTS Eventim is the market leading ticketing company in Europe. A few years ago, this was one of the largest detractors as Covid-19 lockdowns meant concert ticket sales disappeared almost entirely. As long-term shareholders, we did not sell our position as we expected concert attendance to rebound once restrictions ended. It is pleasing to see this has happened with the company now posting record results. Inevitably the year was not without some stock price declines as well. Our largest detractors were: Melexis develops sensors that are mainly used in cars. The shares fell during the year as investors fretted about the potential impact of destocking among itscustomers. Medistim is the global market leader for transit time flow measurement devices used in coronary bypass surgeries. The company struggled in 2023 as constrained hospital budgets and a shift to a direct sales model in China held back revenuegrowth. Amadeus FiRe is a German provider of staffing and training services. The stock fell as investors were concerned about the state of the German economy and consequently the employment market, despite the company increasing its revenues and profits. We believe the long term outlook for these businesses continues to be positive and we remain shareholders. Manager’s Report continued Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 7 Portfolio Changes We try to keep portfolio turnover as low as possible. However, we typically make a few changes each year as we identify new investment ideas that we expect will provide stronger long-term returns than existing holdings. Companies that become too large, are acquired or where the investment case deteriorates are also replaced with new ideas from our Approved List. In the year to 31 March 2024, we exited positions in companies including Photocure, which sells pharmaceuticals used to help in the detection of bladder cancer, as the reimbursement landscape for its procedures deteriorated. Meanwhile, SimCorp, the developer of investment management software, received a takeover offer from Deutsche Boerse at a significant premium to the pre-announcement share price. Borregaard, the supplier of specialised biochemicals manufactured from renewable sources, and BioGaia, which develops and sells probiotic products, were added totheportfolio. Continual Improvement Each year we take time to look back at our successes and mistakes to assess how our systems and processes can beimproved. The IT investments that we wrote about last year continue to bear fruit. One example of this is we are now able to seamlessly record, transcribe and summarise our meetings using AI tools. The output is not perfect but it is rapidly improving and already good enough to materially reduce the amount of time our team spend typing up notes – a necessary but time consuming task. Every minute we save is a minute that can be spent thinking and doing more research. Montanaro has continued to invest in the wider business as well. For example, our HR function has been improved with the addition of an external consultant; a new cloud-based HR system for employees; and a benchmarking exercise around policies and benefits. We have an extremely low staff turnover both at group level and within the Investments Team. We believe that this is in part due to our employees having the right support and working environment, something that we will continue to develop. We focus on getting the work/life balance right. MONTANARO ASSET MANAGEMENTLIMITED 20 June 2024 page 8 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Montanaro has been a certified B Corporation (“B Corp”) since 2019, a company verified for meeting high standards of social and environmental performance, transparency and accountability. BCorp status is regarded as one of the toughest sustainability standards to achieve globally. Montanaro aims to ‘practice what we preach’ as we expect high ESG standards from the companies in which we invest. Ethical Restrictions and ESG Analysis Montanaro has a long track record of sustainable investing, which has always been represented in the way the portfolio has been managed. Ethical restrictions mean that we do not invest in companies that generate a significant proportion of sales from products with negative societal impacts such as tobacco, gambling, armaments, alcohol, high-interest- rate lending and fossil fuels. Similarly, we do not invest in companies that conduct animal testing, unless it is required by law for healthcare or regulatory purposes. The analysis of Environmental, Social and Governance (“ESG”) factors forms part of our definition of a company’s fundamental ‘quality’. Montanaro has an internally designed ‘ESG Checklist’ which is used to appraise the ESG strengths and weaknesses of companies. This has been developed and refined over many years, including a major update in 2023. The analysis of ESG information allows our Analysts to better understand the risks and opportunities that companies may be exposed to, from factors such as climate change, supply chain risks and the structure of company boards. Active and Long-term Engagement Where weaknesses are identified, we seek to use our influence to improve a company through active and long-term engagement. As an investor in quoted smaller companies, Montanaro has access to the people who can really make a difference in how companies are run: the CEOs. During the year, we engaged with a number of portfolio companies including Surgical Science, a company that we believe has a satisfactory ESG profile, but one that is not recognised by ESG research providers such as MSCI. We suggested improvements senior management could make to improve the market-wide perception of the company. This included the establishment of Remuneration and Audit Committees, chaired by independent individuals with relevant financial experience and qualifications. Pleasingly, the company has taken steps to establish these Committees and also to improve the reporting of ESG information. The provision of such information continues to be a challenge for smaller companies although it is moving in the right direction. As part of this effort, during the year, we again joined other financial institutions as part of the CDP: Non-Disclosure Campaign, requesting that companies continue to submit corporate environmental data to third-party organisations. A new requirement emerged in relation to sustainability reporting: double materiality, which forms part of the European Union’s Corporate Sustainability Reporting Directive (“CSRD”). This requires companies to report both on how ESG issues affect a company’s financial condition and operating performance, as well as the impact of the company’s operations on the environment and society. Several portfolio companies such as Brembo asked us to complete double materiality surveys to help them prioritise sustainability topics. Another engagement that progressed positively was with ATOSS Software. Last year, we asked management to consider the gender composition of its Board, which is 100% male. Pleasingly, management have set diversity and inclusion targets for 2027, including a goal of 30% women on the executive leadership team. Deep Dive Research Projects Led by our ESG and Impact Specialists, our Investment Team conducts ‘Deep Dive’ ESG focused research projects. We published the fourth annual update of our ‘Net Zero Carbon’ Deep Dive, focused on understanding how our companies are responding to climate change and setting net zero carbon targets. The team also published a Deep Dive on ‘The Built Environment’. By speaking to academics, charities, and research organisations, Montanaro enhanced its understanding of the investment opportunities and challenges facing cities and towns as they transition to a more sustainablefooting. Continual Investment Montanaro continues to remain at the forefront of sustainable investing. Another ESG and Impact Specialist joined the Investment Team in April 2023, further strengthening ourcapabilities. Montanaro achieved industry leading standards over the year, publishing its UK Stewardship Code report, which again received successful signatory status by the Financial Reporting Council (“FRC”). We also continued our commitments to responsible investing by contributing to, among other things, the Task Force for Nature Related Financial Disclosures (“TNFD”) consultation; the Investor Coalition on Food Policy; and two ShareAction collaborative initiatives focused on health and workforce disclosure. ESG Report Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 9 Montanaro’s industry commitments: Signatory date Initiative 2009 UN Principles for Responsible Investment (“PRI”) 2010 UK Stewardship Code 2015 Carbon Disclosure Project (“CDP”) 2017 LGPS Code of Transparency 2019 B Corporation 2019 Farm Animal Investment Risk and Return (“FAIRR”) 2020 Net Zero Asset Managers Initiative 2022 Tobacco Free Portfolios Finance Pledge 2022 Living Wage Accreditation 2023 Task Force for Nature Related Financial Disclosures (“TNFD”) 2023 UK Sustainable Investment and Finance Association (“UKSIF”) 2023 Investor Coalition on Food Policy 2023 ShareAction – Long-term Investors in People’s Health (“LIPH”) 2023 ShareAction – Workforce Disclosure Initiative (“WDI”) In September 2023, Montanaro’s Head of Sustainable Investments was elected to the Board of the UK Sustainable Investment & Finance Association, a membership body of over 300 financial firms representing over £19 trillion in assets under management. This provides Montanaro with a greater ability to contribute to the development of sustainable finance across the financial sector helping us to stay at the heart of industry developments and associated policy making. We continued to participate in the Glasgow Financial Alliance for Net Zero (“GFANZ”) taskforce, a coalition of leading financial institutions committed to accelerating the net-zero transition. Having participated in the FCA’s Sustainability Disclosure Requirements (“SDR”) consultation, a member of Montanaro’s Investment Team also joined an industry SDR working group run by UKSIF ahead of this regulation coming into force in April 2024. During the year, Montanaro joined financial institutions worldwide in signing a statement advocating for a robust International Legally Binding Instrument to combat plastic pollution. The initiative is a coalition of the UN Environment Programme Finance Initiative, PRI, Finance for Biodiversity Foundation, Business Coalition for a Global Plastics Treaty, VBDO (a Dutch sustainable investment body) and CDP. Montanaro also co-signed an investor statement to support the development of the new Modern Slavery Bill, focusing on human rights. We pledged ongoing support to the campaign and are committed to improving our approach to managing human rights risks. Finally, we not only engaged with ShareAction’s campaign on air quality but also contributed to broader investor education by presenting challenges and methodologies for incorporating air quality considerations into ESG investing at a ShareAction- hosted event. These industry standards and our participation in collaborative initiatives allows us to stay abreast of the developments influencing and driving sustainable investment, a rapidly changing area of the investment landscape and ensure that our investment process evolves accordingly. It is pleasing that our efforts were recognised by two awards: one from Ethical Finance for ‘Best Small & Mid-Cap Sustainable Investment Boutique 2024 – UK’ (for the second time); and another from Investors’ Chronicle and the Financial Times for ‘ESG Company of the Year 2023’. MONTANARO ASSET MANAGEMENT LIMITED 20 June 2024 page 10 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 1 NCAB is a global full-service supplier of printed circuit boards (PCBs). 2 MTU Aero Engines manufactures and maintains aircraft engines and components. 3 ATOSS Software develops and sells workforce management software in Europe. 4 CTS Eventim is the market leading ticketing company in Europe, providing an online platform selling tickets to a range of events such as operas and pop concerts. 5 Fortnox is Sweden’s leading provider of cloud- based applications for accounting, invoicing and payroll administration. 6 IMCD is one of the world’s largest speciality chemical distributors. 7 Esker offers a cloud-based platform that allows companies to digitise and automate their accounts payable and receivable processes. 8 Kitron is a leading Scandinavian Electronics Manufacturing Services (“EMS”) company. 9 VZ Holding is a Swiss independent financial consultant and wealth manager. 10 Brunello Cucinelli is a luxury fashion company, particularly famous for its cashmere products. 11 Tecan develops automated instruments and solutions that are used in laboratories. 12 Reply is an IT services company. 13 Brembo is a global leader in the design and production of high end automotive braking systems. 14 Bachem is a leading manufacturer of peptides and oligonucleotides. 15 Melexis is a leading designer of sensors, with a particular focus on automotive applications. 16 Amadeus FiRe is a leading personnel service company in Germany, with integrated training and further education offerings. 17 Sartorius Stedim is a world leading supplier of equipment and technologies used to produce biopharmaceuticals. 18 Rational is the global market leader in the field of advanced cooking systems for commercial kitchens. 19 Belimo Holding develops and manufactures electrical motorised control devices (actuators) for air and water. These are predominantly used in large buildings with sophisticated Heating, Ventilation and Air Conditioning (HVAC) systems. 20 Thule Group is a global market leader of niche products and solutions for outdoor activities, including equipment such as bike racks and roof boxes for vehicles. Twenty Largest Holdings as at 31 March 2024 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 11 Holding Country 31 March 2024 Value £’000 31 March 2023 Value £’000 31 March 2024 % of net assets 31 March 2023 % of net assets 31 March 2024 Market cap £m NCAB Sweden 14,350 15,643 4.6 5.2 976 MTU Aero Engines Germany 14,121 14,192 4.5 4.7 10,858 ATOSS Software Germany 14,058 8,014 4.5 2.7 1,863 CTS Eventim Germany 13,075 9,356 4.2 3.1 6,785 Fortnox Sweden 12,493 12,479 4.0 4.2 3,047 IMCD Netherlands 11,870 11,235 3.8 3.7 7,958 Esker France 10,344 6,918 3.3 2.3 959 Kitron Norway 9,964 14,173 3.2 4.7 494 VZ Holding Switzerland 9,663 9,933 3.1 3.3 3,865 Brunello Cucinelli Italy 9,518 12,016 3.0 4.0 6,164 Tecan Switzerland 8,996 7,948 2.9 2.6 4,182 Reply Italy 8,976 6,951 2.9 2.3 4,197 Brembo Italy 8,628 9,972 2.7 3.3 3,389 Bachem Switzerland 8,339 8,091 2.7 2.7 5,686 Melexis Belgium 8,338 12,144 2.7 4.0 2,591 Amadeus FiRe Germany 8,182 9,758 2.6 3.3 556 Sartorius Stedim France 7,907 8,674 2.5 2.9 20,826 Rational Germany 7,558 5,427 2.4 1.8 7,812 Belimo Holding Switzerland 7,186 7,222 2.3 2.4 4,778 Thule Group Sweden 7,177 5,970 2.2 2.0 2,529 Twenty Largest Holdings 200,743 64.2 65.2 page 12 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Portfolio Analysis Market Capitalisation of Holdings by Value (31March) 0 5 10 15 20 25 30 >£5bn£3bn–£5bn£1bn–£3bn£500m–£1bn£0–£500m % 8.2 6.3 18.2 23.0 24.6 22.1 24.7 26.9 24.3 21.7 2024 2023 Source: Montanaro Asset Management Sector Distribution (31March) 0 5 10 15 20 25 30 35 MaterialsReal EstateConsumer Staples Communication Services FinancialsConsumer Discretionary Health CareIndustrialsInformation Technology % 30.7 29.6 23.9 23.7 17.3 16.8 8.7 11.6 6.6 6.1 4.1 3.0 4.0 3.7 2.9 2.8 1.9 2.6 2024 2023 Source: Montanaro Asset Management Geographical Analysis (31March) 0 5 10 15 20 25 GreeceDenmarkBelgiumSpainNorwayNetherlandsFranceSwitzerlandItalyGermanySweden % 24.0 24.0 21.0 18.0 15.0 14.0 12.0 12.0 7.0 7.0 4.0 5.0 6.0 7.0 4.0 4.0 3.0 4.0 2.0 5.0 1.0 0.0 2024 2023 Source: Montanaro Asset Management Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 13 Net assets £’000s NAV per share Ordinary share price (Discount)/ premium^ Dividends per share Ongoing charges^ 5September 2006* 60,022 344.0p 322.0p (6.4%) n/a 1.6% 31March 2007 74,447 426.7p 404.0p (5.3%) 4.00p 1.8% 31March 2008 69,061 401.6p 340.0p (15.3%) 4.00p 1.8% 31March 2009 42,653 257.4p 220.8p (14.2%) 7.33p 1.6% 31March 2010 71,059 428.8p 373.0p (13.0%) 4.50p 1.7% 31March 2011 88,837 536.0p 467.0p (12.9%) 4.50p 1.6% 31March 2012 81,278 471.6p 405.0p (14.1%) 5.50p 1.5% 31March 2013 93,009 559.2p 519.3p (7.1%) 6.75p 1.5% 31March 2014 98,683 593.3p 540.0p (9.0%) 7.00p 1.5% 31March 2015 95,751 572.2p 515.0p (10.0%) 7.50p 1.5% 31March 2016 106,418 636.0p 540.0p (15.1%) 7.50p 1.4% 31March 2017 136,050 813.1p 695.0p (14.5%) 8.25p 1.2% 31March 2018 150,776 901.1p 800.0p (11.2%) 8.50p 1.2% 31March 2019 169,141 1010.8p 890.0p (12.0%) 9.00p 1.2% 31March 2020 160,123 956.9p 880.0p (8.0%) 9.25p 1.2% 31March 2021 276,065 1,589.0p 1,610.0p 1.3% 9.25p 1.2% 10 for 1 share split effective from 14September 2021 31March 2022 324,905 171.5p 168.0p (2.0%) 0.925p 1.1% 31March 2023 299,975 158.4p 137.6p (13.1%) 0.970p 1.0% 31 March 2024 312,720 165.1p 142.5p (13.7%) 1.125p 1.0% * Date of commencement of current management arrangements. ** Includes special dividends of 2.83p per share. ^ Alternative Performance Measures, refer to page 63. Performance since commencement of current management arrangements (rebased to 100 from 1 September 2006) 100 200 300 400 500 600 700 800 900 0 Net Asset Value Total Return Benchmark Total Return Share Price Total Return 1 Sept 2006 07 08 09 11 12 13 14 15 16 17 18 19 20 21 22 23 2410 Source: Montanaro Asset Management Historic Record page 14 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 The purpose of this report is to provide shareholders with details of the Company’s strategy, objectives and business model. It should be read in conjunction with the Chairman’s Statement on pages 2 and 3 and the Manager’s Report on pages 5 to 7, which provide a review of the Company’s investment activity and a look to the future. The Board is responsible for the stewardship of the Company, including overall strategy, investment policy, borrowings, dividends, corporate governance procedures and risk management. Biographies of the Directors can be found on page23. PRINCIPAL ACTIVITY The Company carries on business as an investment trust and its principal activity is portfolio management. Its Ordinary shares are traded on the Main Market of the London StockExchange. The Company has no employees but contracts investment management and administration to appropriate external service providers, who are subject to oversight by the Board of Directors. The principal service providers during the year were: • Montanaro Asset Management Limited (“Montanaro”, “MAM” or the “Manager”), which was appointed as Investment Manager on 5 September 2006 and the Company’s Alternative Investment Fund Manager (“AIFM”) on 22 July 2014. • Juniper Partners Limited, which provided company secretarial and fund administration services from 1July 2023. Prior to this Link Company Matters provided company secretarial services and Link Alternative Fund Administrators provided fund administration services. • Equiniti Limited which provided registrar services during the year. • Bank of New York Mellon (International) Limited which provided depositary services during the year. STATUS OF THE COMPANY The Company was incorporated in Scotland in 1981 under registered number SC074677, and is domiciled in the United Kingdom and registered as an investment company as defined in Section 833 of the Companies Act 2006. The Company has been approved by HMRC as an investment trust under Sections 1158 and 1159 of the Corporation Tax Act 2010, subject to continuing to meet eligibility requirements. The Directors are of the opinion that the Company has conducted its affairs in a manner compliant with the conditions for continued approval and intends to continue to do so. As an investment company that is managed and marketed in the United Kingdom, the Company is an Alternative Investment Fund (“AIF”) falling within the scope of, and subject to, the requirements of the Alternative Investment Fund Managers Directive (“AIFMD”). Further details are provided in the AIFMD Disclosures on page 62. INVESTMENT OBJECTIVE The Company’s objective is to achieve capital growth by investing principally in Continental European quoted smaller companies. The Company’s benchmark index is the MSCI Europe ex-UK SmallCap Index (in Sterling terms). INVESTMENT POLICY The Company invests principally in quoted smaller companies within the European Union, Norway and Switzerland (but is not restricted from investing in smaller companies quoted on other European stock exchanges). In addition, the Company may invest in: • Companies listed on non-European stock exchanges that derive significant revenues or profits from Europe; • European securities, such as global depositary receipts, listed on other international stock exchanges; and • Debt issued by European governments or denominated in European currencies. The Company’s investment policy is flexible, enabling it to invest in all types of securities of companies, including (but not limited to) equities, preference shares, debt, convertible securities, warrants and other equity-related securities. The Company may also invest, where appropriate, in open-ended collective investment schemes and closed-ended funds that invest in Europe. It is not intended that the Company will acquire securities that are unquoted or unlisted at the time of investment (with the exception of securities which are about to be listed or traded on a stock exchange). However, the Company may continue to hold securities that cease to be quoted or listed if the Manager considers this to be appropriate. Investment risk is diffused through holding a range of securities in different countries and industry sectors. Investments are not limited as to country or sector basis weightings, but no investment in the portfolio may exceed 10% of the Company’s total assets at the time of investment. The Company may invest in derivatives, financial instruments, money market instruments and currencies solely for the purpose of efficient portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the Company’s investments, including any technique or instrument used to provide protection against currency and credit risks). The Company borrows funds for investment to enhance returns over the long-term and may borrow in Sterling, Euros or other currencies. The Board has set a maximum limit on borrowing, net of cash, of 30% of shareholders’ funds at the time of borrowing. Business Model and Strategy Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 15 The Company’s portfolio will normally be fully invested. However, during periods in which changes in economic conditions or other factors so warrant, the Company may reduce its exposure to securities and increase its position in cash and money market instruments. The Company will not invest more than 10%, in aggregate, of the value of its total assets at the time of investment in other investment trusts or investment companies admitted to the Official List of the Financial Conduct Authority. DIVIDEND POLICY The Company’s primary aim is to deliver capital growth to its shareholders, rather than dividend income. In determining dividend payments, the Board takes account of income forecasts, brought forward revenue reserves, the Company’s dividend payment record and the Corporation Tax rules governing investment trust status. These rules determine the minimum level of dividend which must be paid in order to comply with Section 1158 of the Corporation Tax Act 2010 in respect of the retention of distributable income. Dividends can also be paid from the Capital Reserve from any surplus arising from the realisation of any investment. The Company has revenue reserves which underpin any short-term reduction in dividend income. KEY PERFORMANCE INDICATORS The Board recognises that it is long-term share price returns that are most important to the Company’s shareholders. They are largely driven by competitive portfolio returns and by keeping down the level of both the discount and ongoing charges. The Board uses a number of key performance indicators to assess the Company’s success in pursuing its objectives. They are as follows: • Capital and total return – NAV and share price returns, both absolute and against the benchmark; • Discount of share price to NAV per share; • Gearing; and • Ongoing charges. The NAV and share price returns against the benchmark index for the one, three, five and ten year periods ended 31March 2024 and for the period since Montanaro were appointed as Manager are shown on page 1. The historic discount and ongoing charges figures are included in the Historic Record on page 13. The Company’s performance for the year against the key performance indicators, together with the outlook for the coming year, is reported within the Highlights on page1, the Chairman’s Statement on pages2 and 3 and the Manager’s Report on pages5 to 7. THE MANAGER Established in 1991, Montanaro is a highly experienced specialist investor in quoted smaller companies. It has one of the largest teams in the UK researching and investing exclusively in quoted smaller companies and currently manages circa £3.3 billion, mainly on behalf of leading financial institutions. Montanaro’s investment philosophy and approach is set out in the Manager’s Report on pages5 to 7. The Manager is a signatory to the Principles for Responsible Investment, the UK Stewardship Code, the Carbon Disclosure Project and the LGPS Code of Transparency. In June 2019, Montanaro became a B Corporation, a business certified for meeting the highest verified standards of social and environmental performance, transparency and accountability. The Manager is a signatory to a number of industry commitments as detailed on page 9. Montanaro is also a B Corporation, a business certified for meeting the highest verified standards of social and environmental performance, transparency and accountability. Further information is included in the ESG Report on pages 8 and 9. THE BOARD At the date of signing this report, the Company has three Directors. Two are men and one is a woman. The Company hasno employees. JUNIPER PARTNERS LIMITED Company Secretary 20 June 2024 page 16 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Principal and Emerging Risks In accordance with the AIC Code of Corporate Governance, the Board has an established process for identifying, evaluating and managing the emerging and principal risks faced by the Company. The Board carefully considers the Company’s principal and emerging risks and seeks to mitigate these risks through continued and regular review, policy setting, compliance with and enforcement of contractual obligations and active communication with the Manager, the Administrator and shareholders. Most of the principal and emerging risks that could threaten the Company’s objective, strategy, future returns and solvency are market related and comparable to those of other investment trusts investing primarily in quoted securities. The Report of the Audit Committee on pages31 to 33 summarises the Company’s internal control and risk management arrangements. By means of the procedures set out in that summary, and in accordance with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting, issued by the Financial Reporting Council, the Board has established an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. It has also regularly reviewed the effectiveness of the Company’s risk management and internal control systems for the period. During the year, the Audit Committee have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The Board believes that there is an emerging risk faced by the Company (and the wider investment trust sector) as a result of the evolving nature of the shareholder base. As more retail shareholders hold their shares through retail investment platforms, it makes it more difficult to communicate with and engage directly with shareholders. The Company’s principal risks and impact this emerging risk has on the principal risks is described below. Notes 15 to 20 to the accounts provide detailed explanations of the risks associated with the Company’s financial instruments and their management. Principal Risks Mitigation Investment and strategic risk: Inappropriate strategy, including country and sector allocation and stock selection could lead to poor returns for shareholders. No material change in overall risk in year. At each Board Meeting, the Manager discusses portfolio performance and strategy with the Directors and performance against the benchmark and the peer group is reviewed. The Manager also provides the Board with quarterly reports. The portfolio is well diversified with typically 45-55 holdings, thereby reducing stock-specific risk. The Board formally reviews the performance of the Manager and its terms of appointment annually. The Board reviews the shareholder register on a quarterly basis and considers the most effective ways to communicate with all shareholders to ensure clear understanding of the Company’s strategy. Gearing: One of the benefits of an investment trust is its ability to use borrowings, which can enhance returns to shareholders in a rising stock market. However, gearing exacerbates movements in the NAV both positively and negatively and will exaggerate declines in NAV when share prices of investee companies arefalling. No change in overall risk in year. The Board is responsible for setting the gearing range within which the Manager may operate and has set a maximum limit on borrowing, net of cash, of 30% of shareholders’ funds at the time of borrowing. The Company currently has borrowing facilities in the form of a fixed rate loan €10million and a €15million revolving credit facility, both of which mature in September 2026. The Board receives recommendations on gearing levels from the Manager, and monitors and discusses with the Manager the appropriate level of gearing at each Board Meeting. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 17 Principal Risks Mitigation Other financial risks: The Company invests principally in Continental European quoted smaller companies and its principal risks are therefore market related with short term risk arising from the volatility in the prices of the Company’s investments and foreign exchange. Events such as terrorism, disease (such as a global pandemic), protectionism, inflation or deflation, changes in regulation and taxation, excessive stock market speculation, economic recessions, political instability and movements in interest rates and exchange rates could affect share prices in particularmarkets. As with all small company investment trusts, there is liquidity risk at times when the liquidity of the underlying portfolio is poor, such as when smaller companies are out of favour or during periods of adverse financial conditions. The portfolio is focused on investments in smaller European companies where the opportunities may be more attractive than in larger companies but where overall portfolio liquidity may be more challenging. This may result in difficulties in buying or selling individual holdings in difficult markets. In addition, illiquid stock markets may impact the discount of the Company’s share price to the NAV per share. No change in overall risk in year. Portfolio diversification, both geographical and sectoral, can mitigate the consequences of such risky events and the Board reviews the portfolio with the Manager on a regular basis. It is not the Company’s policy to hedge currency risk. The Board has also set investment restrictions and guidelines which are adhered to and reported on by the Manager. If required, it is also possible to raise the level of cash held, thereby reducing the risk of declining share prices and the effect of gearing on lower portfolio valuations. The portfolio’s liquidity is not managed on the basis of timing short-term market fluctuations. One of the benefits of an investment trust is that the Manager is rarely forced to buy or sell individual holdings at inopportune times. The Manager constantly reviews the underlying liquidity of the portfolio, which is well diversified, and deals with a wide range of brokers to enhance its ability to execute and minimise liquidity risk. The liquidity of the portfolio is monitored by the Manager and reported to the Board, and market conditions and their impacts are considered. The Company’s liquidity risk is managed on a daily basis by the Manager in accordance with established policies and procedures in place. Further details on the financial risks arising from the Company’s financial instruments, together with the policies for managing these risks are included in Notes 15 to 20 to the accounts. Discount volatility: As with all small company investment trusts, discounts can fluctuate significantly both in absolute terms and relative to their peer group, this can also lead to issues with respect to the liquidity of the Company’s shares. This risk has increased in the year. The Board and Manager actively monitor the discount of share price to NAV per share and seek to influence this through liaising closely with the Company’s Broker, share buybacks and effective marketing. The Board has stated its commitment to an active discount management policy, such that it will consider a buyback of shares where the discount of the share price to the NAV per share is greater than 10% for a sustained period of time and is significantly wider than the average for similar trusts. The Board receives regular reports on the discount level of the Company, its peer group, and the wider investment trust sector which informs any decision to buy back shares. Any such transaction must be value enhancing for shareholders and the Board will take into consideration the effect of the buyback on the liquidity of the Company’s shares. The Board monitors liquidity of the Company’s shares and encourages the Manager to market the Company’s shares. page 18 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Principal and Emerging Risks continued Principal Risks Mitigation Regulatory: The Company carries on business as an investment trust and has been approved as such by HM Revenue & Customs subject to it continuing to meet eligibility conditions and ongoing requirements. As a result, it is not liable to corporation tax on capital gains. Breach of Section 1158 of the Corporation Tax Act 2010 could lead to the Company being subject to tax on chargeable gains. Breach of regulatory rules could also lead to suspension of the Company’s Stock Exchange listing, financial penalties or a qualified audit report. No change in overall risk in year. The Company Secretary and the Company’s professional advisers provide reports to the Board in respect of compliance with all applicable rules and regulations. The Company complied with all applicable rules and regulations including AIFMD, the Packaged Retail and Insurance-based Products Regulation and the second Markets in Financial Instruments Directive during the year. The Administrator monitors the Company’s compliance with Section 1158 of the Corporation Tax Act 2010 including revenue forecasts and the amount of proposed dividends to ensure the rules are not breached. The results are reported to the Board at each meeting. The Administrator monitors compliance with the Listing Rules of the Financial Conduct Authority and compliance with the principal rules is reviewed by the Directors at each Board Meeting. The Board and AIFM also monitor changes in legislation which may have an impact on the Company. Operational: In common with most other investment trust companies, the Company has no employees. The Company is therefore reliant on the services provided by third parties such as the Manager, the Administrator and the Custodian (as a delegate of the Depositary). Disruption or failure of the Manager’s or Administrator’s systems, or those of other third-party service providers could lead to an inability to provide accurate reporting and monitoring of the Company’s financial position or a breach of regulatory and legal regulations. Cyber security risks and their impact on data security are inherent in the operations undertaken by the Company’s third- party suppliers and risk disruption to business operations or financial loss. No change in overall risk in year. The Board and the Audit Committee receive regular reports on the operation of internal controls to mitigate against the risk of failure, including those at the Manager, the Administrator and the Custodian as explained in more detail within Risk Management and Internal Control on pages31 and 32. These reports include controls over risks of cyber security. These have been tested and monitored throughout the year which is evidenced from their control reports regarding their internal controls which are reported on by their reporting accountants. Quarterly reports are also received from the Depositary which is responsible for overseeing the safekeeping of all custodial assets of the Company. In addition, the Manager is in regular contact with service providers regarding business operations and continuity planning, and has reported no matters of concern. Cyber Security: The threat of cyber attack is regarded as being as important as more traditional physical threats to business continuity and security. The Company has limited direct exposure to cyber risk. However, the Company’s operations or reputation could be affected if any of its service providers suffered a major cyber security breach. Increased risk due to impact of global conflicts. The Board monitors the preparedness of its service providers and is satisfied that the risk is given due priority. The Manager provides a report to the Board at each meeting that covers cyber risk. The Company benefits from the network and information technology controls of the Manager around the security of data. The annual review of service providers includes a consideration of cyber risk. As part of this review, external controls reports for each service provider are reviewed to ensure that suitable cyber security controls are in place. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 19 Principal Risks Mitigation Environmental, Social and Governance (“ESG”): A key risk is that the Manager invests in a company which has poor ESG practices. It is the Manager’s opinion that companies with poor standards of ESG are likely to underperform over the long-term. Key ESG risks include: Environmental • Climate change and greenhouse gas emissions (“GHG”) • Resource depletion, including water • Waste and pollution Social • Working conditions, including no slavery or child labour • Health and safety • Employee relations and diversity Governance • Executive pay • Board diversity and structure (in terms of age, gender, educational and professional background) • Anti-bribery and corruption No change in overall risk in year. Montanaro is a certified B Corporation and therefore takes ESG and sustainability issues seriously. A strong and consistently applied investment process is in place and ESG risks are considered for every company in which the Manager considers investing. An ethical framework excludes investment in companies that generate a significant proportion of sales from products with negative societal impact. A bespoke ESG Checklist is completed for every company by Montanaro’s team of Research Analysts and the Manager only invests in those which pass the criteria set out in this Checklist, which is designed to cover the aforementioned Environmental, Social and Governance Risks. Overview is provided by Montanaro’s Sustainability Committee, which reviews ESG stock analyses and coordinates detailed engagement activity with investee companies. The Board receives reports at each Board meeting which include ESG considerations for new and existing investments. Manager: Should the Manager not be in a position to continue to manage the Company, performance may be impacted. No change in overall risk in year. Montanaro has one of the largest specialist teams in the UK focusing on quoted European smaller companies. Montanaro operates a team approach in the management of the investment portfolio which mitigates against the impact of the departure of any one member of the investment team. The Manager is financially robust, and keeps the Board informed of developments within its business. page 20 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 SECTION 172(1) OF THE COMPANIES ACT 2006 Section 172(1) of the Companies Act 2006 (the “Act”) requires Directors to act in good faith and in a way that is the most likely to promote the success of the company. In doing so, Directors must take into consideration the interests of the various stakeholders of the Company, the impact the Company has on the community and the environment, take a long-term view of consequences of the decisions they make as well as aim to maintain a reputation for high standards of business conduct and fair treatment between the members of the Company. Fulfilling this duty naturally supports the Company in achieving its Investment Objective and helps to ensure that all decisions are made in a responsible and sustainable way. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Board explains below, how the Directors have individually and collectively discharged their duties under section 172(1) of the Act over the course of the reporting period. To ensure that the Directors are aware of, and understand, their duties they are provided with a tailored induction, including details of all relevant regulatory and legal duties as a Director of a UK public limited company when they first join the Board, and continue to receive regular and ongoing updates and training on relevant legislative and regulatory developments. They also have continued access to the advice and services of the Company Secretary, and when deemed necessary, the Directors can seek independent professional advice. The schedule of Matters Reserved for the Board, as well as the Terms of Reference of its Committees are reviewed periodically and further describe Directors’ responsibilities and obligations and include any statutory and regulatory duties. CULTURE During the year, the Directors confirmed the Company’s culture and values and has worked to incorporate these behaviours and processes into the annual review of the Manager, strategic planning, the annual evaluation of Board effectiveness and reporting to stakeholders – thus embedding consideration of stakeholders’ interests, long-term perspective, maintaining reputation for fairness and high standards of governance, corporate reporting and business conduct more generally in the Company’s culture and processes. DECISION-MAKING The importance of stakeholder considerations, in particular in the context of decision-making, is regularly brought to the Board’s attention by the Company Secretary and taken into account at every Board meeting. A paper reminding Directors of that is tabled at the start of every Board meeting. For example, the strategic planning discussions involve careful considerations of the longer-term consequences of any decisions and their implications on shareholders and other stakeholders. COMMUNITY AND ENVIRONMENT The Manager is a signatory to the Principles for Responsible Investment, the UK Stewardship Code, the Carbon Disclosure Project, the LGPS Code of Transparency and the Net Zero Asset Managers initiative. In June 2019, Montanaro became a B Corporation, a business certified for meeting the highest verified standards of social and environmental performance, transparency and accountability. The Board recognises that the Company has certain responsibilities to its shareholders, stakeholders and wider society. While the Company itself does not have employees or offices, the Board endorses the Manager’s policy to invest the Company’s funds in a socially responsible manner. ESG factors are an integral part of the investment process. In addition, the Manager does not invest in companies it deems to be harmful to society or the environment; this includes companies involved in tobacco, fossil fuels, gambling, adult entertainment, weapons manufacturing, alcohol and high interest rate lending. Similarly, they do not invest in companies that conduct animal testing, unless it is required by law for healthcare purposes. The Board monitors investment activity to ensure that it is compatible with the policy and receives periodic updates from the Manager on its initiatives and performance against its ESG goals. BUSINESS CONDUCT The Matters Reserved for the Board, Board Committees’ terms of reference, the Share Dealing Code and other Board policies are all reviewed on at least an annual basis and the Directors ensure that they appropriately define obligations and correct procedures. The Report of the Audit Committee, which can be found on pages 31 to 33 of this Report, further explains how the Committee reviews the risk management and internal controls of the Company. This includes satisfying itself that relevant systems and controls in place remain effective andappropriate. Directors’ Duties Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 21 STAKEHOLDERS The Board seeks to understand the needs and priorities of the Company’s stakeholders and these are taken into account during all its discussions and as part of its decision-making. While as an externally managed investment company, the Company does not have any employees or customers, its key stakeholders include: Stakeholders Board engagement Shareholders The Company has more than 1,200 shareholders. Over the years, the Company has developed various ways of engaging with its shareholders, in order to gain an understanding of the views of our shareholders. These include: • Annual General Meeting – The Company welcomes attendance from shareholders at its Annual General Meeting. The Manager delivers a presentation and all shareholders have an opportunity to meet the Directors and ask questions. The Board greatly values the feedback and questions it receives from shareholders and takes action or makes changes as and when appropriate; • Presentations – The annual and interim results, as well as monthly factsheets are available on the Company’s website. Feedback and/or questions the Company receives from the shareholders help the Company to evolve its reporting, aiming to render the reports and updates transparent and understandable; and • Investor Relations updates – At every Board meeting, the Directors receive updates on the share trading activity, share price performance and any shareholders feedback, as well as any publications or comments in the press. The Manager Maintaining a close and constructive working relationship with the Manager is crucial as the Board and the Manager both aim to continue to achieve consistent, long-term returns in line with the Company’s Investment Objective. Important components in the collaboration with the Manager, which are representative of the Board’s culture are: • Encouraging open discussion with the Manager; • Recognising that the interests of shareholders and the Manager are for the most part well aligned, adopting a tone of constructive challenge, balanced when those interests are not fully congruent by robust negotiation of the Manager’s terms of engagement; and • Willingness to make the Directors’ experience available to support the Manager in the sound, long-term development of its business and resources, recognising that the long-term health of the Manager is in the interests of shareholders in the Company. Other service providers, including: the Company Secretary, the Administrator, the Registrar, the Depositary, the Custodian and the Broker The Board maintains regular contact with its key external providers, both through the Board and Committee meetings, as well as outside of the regular meeting cycle. Their advice, as well as needs and views are routinely taken into account. In addition, the Board also undertakes periodic reviews of the external service providers and addresses any concerns raised in those reviews. It also holds relationship meetings and formally hears, and acts on, their feedback, as appropriate. Banks In recognition of the importance of funding availability, the Company aims to demonstrate to lenders that it is a well-managed business, and in particular, that the Board focuses regularly and carefully on the management of risk. Community and Environment Our engagement with the community and the environment can be found on page20. A detailed ESG Report can be found on pages8 and 9. page 22 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 PRINCIPAL DECISIONS DURING THE YEAR ENDED 31 MARCH 2024 Examples of the Board’s principal decisions during the year, how the Board fulfilled its duties under section 172(1) of the Act and the related engagement activities are set out below: Principal decision Stakeholder Considerations and Engagement To approve interim and final dividends during the year The Company must comply with the provisions of Section 1158 of the Corporation Tax Act 2010 which states that it must not retain more than 15% of its income for each accounting period and the Board balanced its regulatory obligations with those of its shareholders. As a result, the Board paid an increased interim dividend of 0.225pence per Ordinary share in January 2024 and has declared a final dividend of 0.9pence per share, subject to approval by shareholders at the upcoming AGM. This increase reflects the expected income generated by the Company’s portfolio, balanced by the Board’s intention to maintain a relatively consistent level of dividend. Board composition The Board is actively engaged in an independent recruitment process for another non- executive Director. It is expected that the Board will be comprised of four members going forward. This is a benefit to shareholders as this is expected to complement the current skills and experience of the Board and is expected to increase its depth of experience in a number of key areas, such as marketing andstrategy. The Chairman’s Statement on pages2 and 3, the Manager’s Report on pages5 to 7, the Twenty Largest Holdings on pages 10 and 11, all form part of this Strategic Report, which has been approved by the Board of Directors. By order of the Board JUNIPER PARTNERS LIMITED Company Secretary 20 June 2024 Directors’ Duties continued Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 23 The Directors of the Company who were in office during the financial year and up to the date of signing the financial statements were: Richard Curling – Chairman of the Board and Chair of the Nomination Committee Date of Appointment: 2November 2015 Richard was appointed to the Board as an independent non-executive director in 2015 and was appointed as Chairman of the Board on 29August 2018. Richard has over 30years’ experience as a fund manager and is currently an investment director at Jupiter Fund Management Plc. He has extensive experience of both investment trusts and small company investing. Relevant skills and experience and reasons for re-election: Richard has comprehensive experience of investment management and the wider Investment Company sector. This has provided a strong basis for assessing, and where appropriate challenging, the Manager, on the Company’s performance, and in leading the Board in strategic discussions. Following a rigorous board evaluation process, the Board agreed that Richard continues to be an effective member of the Board. Caroline Roxburgh – Senior Independent Director and Chair of the Audit Committee Date of Appointment: 8November 2017 Caroline is a Chartered Accountant and was previously a partner at PricewaterhouseCoopers LLP until 2016. She has over 30 years’ business, finance and audit experience across a number of industries and sectors bringing extensive experience to the Board. Caroline also holds a number of other board positions including as a non-executive director of the Edinburgh Worldwide Investment Trust plc. She is an experienced chair of audit and risk committees and holds that position on other boards of which she is a member. Relevant skills and experience and reasons for re-election: Caroline’s experience as a senior board advisor, assurance partner and chartered accountant brings valuable business, financial, governance and risk management skills to the Board, which enables her to assess the financial position of the Company, to lead discussions regarding the Company’s risk management framework and risk appetite and to contribute to developing the Company’s strategy. Her broad range of experience as a chair of audit and risk committees helps inform her role as Chair of the Company’s Audit Committee. Given her experience on the Board, Caroline was appointed Senior Independent Director on 31December 2020. Following a rigorous board evaluation process, the Board agreed that Caroline continues to be an effective member of the Board. Gordon Neilly – Non-Executive Director and Chair of the Remuneration Committee Date of Appointment: 21September 2020 Gordon has considerable experience and knowledge of investment trusts. Gordon is executive chairman of WhiteStar Asset Management Europe, a director of Clearlake Capital Group UK Limited and a non-executive director of Personal Assets Trust plc. He was previously Chief of Staff at Standard Life Aberdeen. Prior to this he was Head of Strategy and Corporate Activity at Aberdeen Standard Investments, Co-Chief Executive Officer of Cantor Fitzgerald Europe, Chief Executive of Intelli Corporate Finance and Finance and Business Development Director of Ivory & Sime. Relevant skills and experience and reasons for re-election: Gordon has gained an in-depth knowledge of strategic matters, extensive leadership skills and possesses a wealth of experience in business transformation and developing strategies through his executive roles, particularly within the asset and wealth management sectors and investment companies. Gordon’s diverse skill-set and strategic awareness facilitates open discussion and allows for constructive challenge in the boardroom, which brings a unique perspective and insight to the Board. Following a rigorous board evaluation process, the Board agreed that Gordon continues to be an effective member of the Board. Board of Directors page 24 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Directors’ Report The Directors present the Annual Report and Accounts of the Company for the year ended 31 March 2024. For the purposes of compliance with Disclosure Guidance and Transparency Rules (“DTR”) DTR 4.1.5 R (2) and DTR4.1.8R, the required content of the Management Report can be found in the Strategic Report and this Directors’ Report. The following disclosures required to be included in this Directors’ Report have been incorporated by way of reference to other sections of this report and should be read in conjunction with this report: • Corporate Governance Statement – refer to pages28 to 30 of this report; • Strategy and relevant future developments – refer to the Chairman’s Statement on pages2 and 3 and the Manager’s Report on pages5 to 7; and • Financial risk management objectives and policies. An analysis of the portfolio along with further information about financial instruments and capital disclosures is provided in Notes 15 to 21 on pages 57 to 61. The outlook for the Company is set out in the Chairman’s Statement on pages 2 and 3. Principal and emerging risks can be found on pages 16 to 19, with further information on risk management objectives in Notes 15 to 20 to the accounts. RESULTS AND DIVIDENDS The results for the year are set out in this Annual Report and Accounts. An interim dividend of 0.225p per Ordinary share was paid on 26January 2024. The Board recommends a final dividend for the year of 0.9p per Ordinary share payable on 16September 2024 to shareholders on the register on 16August 2024. The ex-dividend date will be 15August 2024. DIRECTORS Biographical details of the Directors, all of whom are independent and non-executive, can be found on page23. TheDirectors’ interests in the shares of the Company are shown on page36. DIRECTOR INDEMNIFICATION AND INSURANCE In addition to Directors’ and Officers’ liability insurance cover, the Company’s Articles provide, subject to the provisions of applicable UK legislation, an indemnity forDirectors. Indemnities are in force as at the date of this report, and were in force during the year, between the Company and each of its Directors under which the Company has agreed to indemnify each Director, to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out his or her role as a Director of the Company. POWERS OF THE DIRECTORS Subject to the provisions of the Companies Act 2006, the Articles and to any directions given by the Company in general meeting by special resolution, the business of the Company is managed by the Board, which may exercise all the powers of the Company whether relating to the management of the business of the Company or not. In particular, the Board may exercise all the powers of the Company to issue shares or other securities and to borrow money and to mortgage or charge all or any part of the Company’s assets. CONFLICTS OF INTEREST Each Director has a statutory duty to avoid a situation where they have, or could have, a direct or indirect interest which conflicts, or may conflict with the interests of the Company. A Director will not be in breach of that duty if the relevant matter has been authorised in accordance with the Articles. The Board has approved a protocol for identifying and dealing with conflicts and has resolved to conduct a regular review of actual or possible conflicts and any authorised conflicts. No conflicts or potential conflicts were identified during the year. INVESTMENT MANAGEMENT AGREEMENT Montanaro provides investment management services to the Company and is the Company’s AIFM. Under the terms of the investment management agreement, Montanaro is entitled to receive a management fee of 0.9% per annum of the Company’s market capitalisation (payable monthly in arrears). Montanaro is also entitled to a fee of £50,000 per annum for acting as the Company’s AIFM (this fee will be reduced to £25,000 for the year to 31 March 2025, and waived for all years subsequent to this). Montanaro’s appointment may be terminated by either party giving to the other not less than six months’ notice. The investment management agreement may be terminated earlier by the Company provided that a payment in lieu of notice, equivalent to the amount the Manager would otherwise have received during the notice period, is made. MAM is entitled to receive a management fee that is linked to the size of the Company as follows: • 0.90% p.a. of the amount of the Company’s market capitalisation up to £500million; • 0.75% p.a. of the amount of the Company’s market capitalisation between £500million and £750million; and • 0.65% p.a. of the amount of the Company’s market capitalisation above £750million. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 25 CONTINUING APPOINTMENT OF THE MANAGER In February 2024, the Remuneration Committee and the Board formally reviewed the Manager’s appointment. In carrying out its review, the Board considered the skills, experience, resources and commitment of the Manager, together with the investment performance during the year and since its appointment. It also considered the length of the notice period of the investment management agreement and the fees payable to the Manager. Following this review, it is the Directors’ opinion that the continuing appointment of Montanaro as Manager and AIFM, on the terms agreed, is in the interests of shareholders as a whole. Among the reasons for this was the Manager’s continued strong long- term performance despite the challenging markets for much of 2023 and the greater strength and depth of the Manager’s research team, as well as the stability and capability of the team, which provided strong benefits to the Company. DEPOSITARY AND CUSTODIAN The Bank of New York Mellon (International) Limited acts as the Company’s Depositary and Custodian in accordance with the AIFM Directive. The Depositary’s responsibilities include cash monitoring, segregation and safe keeping of the Company’s financial instruments and monitoring the Company’s compliance with investment limits and leverage requirements. REGISTRAR Equiniti has been appointed as the Company’s registrar. The Registry Services Agreement may be terminated on not less than six months’ notice. The Registrar is also entitled to reimbursement of all disbursements and out of pocketexpenses. COMPANY SECRETARY AND ADMINISTRATOR Juniper Partners Limited (“Juniper”) was appointed as the Company’s Company Secretary and Administrator with effect from 1July 2023. Prior to this Link Company Matters provided company secretarial services and Link Alternative Fund Administrators provided fund administration services. Juniper Partners Limited receives a base annual fee of £145,000 plus 0.02% per annum on net assets of up to £1 billion, and 0.01% per annum on net assets over £1 billion. The total fee is discounted by £30,000 in the first year of service, and by £15,000 in the second year. The Company Secretarial and Administration Agreement is subject to six months’ written notice. SUBSTANTIAL SHAREHOLDINGS As at 31March 2024, the Company had received notification of the following substantial holdings of voting rights (being only those received under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules): Number of shares held Percentage held Hargreaves Lansdown, stockbrokers (EO) 27,913,689 14.74 Interactive Investor (EO) 25,564,291 13.50 AJ Bell, stockbrokers (EO) 11,413,351 6.03 RBC Brewin Dolphin Ireland 9,625,391 5.08 Montanaro Asset Management 9,000,000 4.75 1607 Capital Partners 8,901,832 4.70 Brewin Dolphin, stockbrokers 6,989,046 3.69 Transact (EO) 5,949,845 3.14 The Company has not been advised of any changes to these notified interests between 31March 2024 and the date of thisreport. GOING CONCERN In assessing the going concern basis of accounting, the Directors have had regard to the guidance issued by the Financial Reporting Council and have undertaken a rigorous review of the Company’s ability to continue as a going concern. The Directors have taken into account the Company’s Investment Policy, which is described on pages14 to 15 and which is subject to regular Board monitoring processes and is designed to ensure that the Company is invested mainly in liquid, listed securities. The Company retains title to all assets held by its custodian, and has financial covenants relating to its bank borrowings with which it complied during the year. In performing the assessment of the Company’s ability to meet its liabilities as they fall due, the Directors took into consideration the following factors: • cash and cash equivalents balances and the portfolio of readily realisable securities which can be used to meet short-term funding commitments; • the ability of the Company to meet all of its liabilities and ongoing expenses from its assets; • revenue, operating and finance cost forecasts for the forthcoming year; • continued adherence to the loan covenants; • the ability of third-party service providers to continue to provide services; and • consideration of a number of severe downside scenarios, the impact of which would still leave the Company with sufficient liquid assets to remain a goingconcern. Notes 15 to 20 to the accounts set out the financial risk profile of the Company and indicate the effect on its assets and liabilities of falls and rises in the value of securities, market rates of interest and changes in exchange rates. page 26 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Directors’ Report continued The Directors believe, in light of the controls and review processes noted above and bearing in mind the nature of the Company’s business and assets and liabilities, that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of the accounts. For this reason, they continue to adopt the going concern basis in preparing the accounts. VIABILITY ASSESSMENT In accordance with the AIC Code of Corporate Governance, the Directors have assessed the prospects of the Company over the coming three years. In order to assess the viability of the Company, the Board is required to assess its future prospects and has considered that a number of characteristics of its business model and strategy were relevant to this assessment: • The Company’s objective is to achieve capital growth. • The Company’s investment policy, which is subject to regular Board monitoring, means that the Company is invested principally in the securities of Continental European quoted smaller companies. • The Company is a closed-end investment trust, whose shares are not subject to redemptions by shareholders. • The Company’s business model and strategy is not time limited. Also relevant were a number of aspects of the Company’s operational arrangements: • The Company retains title to all assets held by the Custodian under the terms of a formal agreement with the Depositary and Custodian. • The borrowing facilities, which remain available until September 2026, are also subject to formal agreements, including financial covenants with which the Company complied in full during the year. • Revenue and expenditure forecasts are reviewed by the Directors at each Board Meeting. In considering the viability of the Company, the Directors carried out a robust assessment of the principal risks and uncertainties which could threaten the Company’s objective and strategy, future performance, liquidity and solvency, including the impact of a significant fall in equity markets or adverse currency movements on the Company’s investment portfolio. These risks, their mitigations and the processes for monitoring them are set out on pages16 to 19 in Principal Risks and Uncertainties and Risk Mitigation, pages31 and 32 in the Report of the Audit Committee and in the notes to theaccounts. The Directors have also considered: • The level of ongoing charges incurred by the Company which are modest and predictable and that these were covered by investment income and total 1% of average net assets. • Future revenue and expenditure projections and the potential impact of reduced dividend income. • The Company’s borrowing in the form of a fixed rate loan facility of €10million, which is due to mature in September 2026, noting that the Company has a large margin of safety over the covenants on this debt. The Company also has a €15million revolving credit facility which also matures on 13September 2026, of which €1million was drawn down as at 31March 2024. This loan was covered 34 times by the Company’s total assets at 31March 2024 and the Board expect to replace its bank facilities at the end of their terms. • Its ability to meet liquidity requirements given the Company’s investment portfolio consists principally of Continental European quoted smaller companies which can be realised if required. It is estimated that approximately 88% of the portfolio could be liquidated under normal conditions within seven trading days. • The ability to undertake share buybacks if required. • That the Company’s objective and investment policy continue to be relevant to investors. • The Company has no employees, having only non- executive Directors and consequently does not have redundancy or other employment related liabilities (including pensions) or responsibilities. These matters were assessed over a three year period to June 2027, and the Board will continue to assess viability over three year rolling periods, taking account of severe but plausible scenarios. In the absence of any adverse change to the regulatory environment and to the treatment of UK investment trusts a rolling three year period represents the horizon over which the Directors do not expect there to be any significant change to the Company’s principal risks or their mitigation and they believe they can form a reasonable expectation of the Company’s prospects. Based on their assessment, and in the context of the Company’s business model, strategy and operational arrangements set out above, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to June 2027. For this reason, the Board also considers it appropriate to continue adopting the going concern basis in preparing the Report and Accounts. CAPITAL STRUCTURE The Company’s structure is composed solely of Ordinary shares. At 31 March 2024 189,427,600 Ordinary shares were in issue, no shares are held in Treasury shares. There has been no change in the number of Ordinary share in issue in the year. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 27 GREENHOUSE GAS EMISSIONS All of the Company’s activities are outsourced to third parties. As such it does not have any physical assets, property, employees or operations of its own and does not generate any greenhouse gas or other emissions or consume any energy reportable under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 or the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the UK Government’s policy on Streamlined Energy and Carbon Reporting. Under Listing Rule 15.4.29(R), the Company, as a closed ended investment fund, is exempt from complying with the Task Force on Climate related Financial Disclosures. CRIMINAL FINANCES ACT 2017 The Board is fully committed to complying with applicable legislation and statutory guidelines, including the UK’s Criminal Finances Act 2017, designed to prevent tax evasion in the jurisdictions in which the Company operates. DONATIONS The Company made no political or charitable donations during the year (2023: nil) to organisations either within or outside of the EU. LISTING RULE DISCLOSURE The Company confirms that there are no items which require disclosure under Listing Rule 9.8.4 in respect of the year ended 31 March 2024. FINANCIAL INSTRUMENTS The Company’s financial instruments comprise its investment portfolio, cash balances, bank debt and debtors and creditors that arise directly from its operations, such as sales and purchases awaiting settlement and accrued income. The financial risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in Notes 15 to 20 to the accounts. ANNUAL GENERAL MEETING The Notice of Annual General Meeting to be held on 5September 2024 is set out on pages69 to 71. Resolutions 1 to 9 will be proposed as Ordinary Resolutions and Resolutions 10 and 11 will be proposed as Special Resolutions. Please refer to pages 72 and 73 for a full explanation of all resolutions. Recommendation The Directors consider that the passing of each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and its shareholders as a whole and they unanimously recommend that all shareholders vote in favour of these resolutions. TREASURY SHARES Shares which are bought back by the Company pursuant to the share buyback authority may be cancelled or held by the Company in treasury and subsequently re-issued. It is the Board’s intention that any shares bought back by the Company will be held in treasury. Shares held in treasury will not carry any voting rights, dividends payable in respect of them will be suspended and they will have no entitlements on a winding-up of the Company. It is the Board’s policy that shares will only be re-issued from treasury either at a price representing a premium to the NAV per share at the time of re-issue, or at a discount to the NAV per share provided that such discount is lower than the weighted average discount to the NAV per share when they were bought back by the Company. It is also the Board’s policy that shares may be held in treasury indefinitely. The Board believes that the treasury shares policy will improve liquidity in the shares and help to maintain the size of the Company. Furthermore, the Board believes that the re-issuance of shares from treasury at a discount to the NAV per share within the parameters described above will, in conjunction with the Company’s share buyback policy, ensure that the overall effect of the ‘round trip’ of repurchasing shares and subsequently reissuing them from treasury will be an enhancement to the NAV per share. As at 19June 2024, being the latest practicable date before the publication of the Annual Report and Accounts, there were 189,427,600 Ordinary Shares in issue. No shares are held in treasury. Accordingly, the total number of voting rights in the Company is 189,427,600. INDEPENDENT AUDITOR PricewaterhouseCoopers LLP (“PwC”) has confirmed its willingness to continue in office as the Auditors of the Company (the “Auditors”). A resolution to re-appoint PwC as the Auditors to the Company and to authorise the Audit Committee to determine the Auditors’ remuneration will be proposed to the forthcoming Annual General Meeting. DISCLOSURE OF RELEVANT INFORMATION TO THE AUDITOR Having made the requisite enquiries, so far as the Directors are aware, there is no relevant audit information (as defined by Section 418(3) of the Companies Act 2006) of which the Company’s Auditors are unaware and each Director has taken all steps that ought to have been taken to make themselves aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information. For and on behalf of the Board JUNIPER PARTNERS LIMITED Company Secretary 20 June 2024 page 28 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Corporate Governance Statement The Corporate Governance Statement forms part of the Directors’ Report. STATEMENT OF COMPLIANCE The Board has considered the Principles and Provisions of the AIC Code of Corporate Governance published in February 2019 (“AIC Code”). The AIC Code addresses the Principles and Provisions set out in the 2018 UK Corporate Governance Code (the “UK Code”), as well as setting out additional Provisions on issues that are of specific relevance to the Company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, provides more relevant information to shareholders. During the year, the Company has complied with all of the recommendations of the AIC Code. The Company is committed to maintaining the highest standards of governance and will ensure that it continues to meet all applicable requirements. The AIC Code is available on the AIC website www.theaic.co.uk. It includes an explanation of how the AIC Code adapts the Principles and Provisions set out in the UK Code to make themrelevant for investment companies. The UK Code is available from the Financial Reporting Council’s website at www.frc.org.uk. THE CHAIRMAN OF THE COMPANY Mr Curling was appointed to the Board as an independent non-executive Director in 2015, and as Chairman of the Board on 29August 2018. His biography can be found on page23. Mr Curling is also a member of the Audit Committee and Chairman of the Nomination Committee. The Board believes it is appropriate for Mr Curling to be a member of both Committees as he is considered to bring valuable experience, to be independent and there are no conflicts of interest. THE COMPANY SECRETARY The Board has direct access to the services of the Company Secretary who is responsible for ensuring Board and Committee procedures are followed and that applicable regulations are complied with. The Company Secretary is also responsible to the Board for ensuring the timely delivery of the information and reports which the Directors require and that statutory obligations are met. THE BOARD The Board consists solely of non-executive Directors. All Directors are considered by the Board to be independent of the Manager. Under the requirements of the Articles, Directors are subject to election at the next Annual General Meeting after their appointment. New Directors receive an induction from the Manager and Company Secretary on joining the Board, and all Directors are encouraged to attend relevant training courses and seminars. Individual Directors may, at the expense of the Company, seek independent professional advice on any matter that concerns them in the furtherance of their duties. The Company maintains appropriate directors’ and officers’ liability insurance. The Board is formed of three independent non-executive Directors. Mr Curling is the Chairman of the Board and Chairman of the Nomination Committee, MsRoxburgh is Chair of the Audit Committee and Senior Independent Director and Mr Neilly is Chair of the Remuneration Committee. ATTENDANCE AT BOARD AND COMMITTEE MEETINGS The Board currently meets at least four times a year and, in addition, informally on a regular basis. It receives full information on the Company’s investment performance, assets, liabilities and other relevant information in advance of Board meetings. The Board has approved a formal schedule of matters reserved for it, including, but not limited to: overall strategy, investment policy, capital structure, gearing and monitoring the performance of the Manager. The following table sets out the number of scheduled Board and Committee meetings held during the year ended 31March 2024 and the number of meetings attended by each Director. Board Audit Nomination Remuneration Number of meetings held Number of meetings attended Number of meetings held Number of meetings attended Number of meetings held Number of meetings attended Number of meetings held Number of meetings attended R M Curling 4 4 2 2 1 1 1 1 C A Roxburgh 4 4 2 2 1 1 1 1 G Neilly 4 4 2 2 1 1 1 1 The Board also met informally on a number of occasions during the year. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 29 INDEPENDENCE OF DIRECTORS AND TENURE The Board ensures that it has the appropriate balance of skills, experience, knowledge and independence in order to remain effective and regularly reviews the independence of its members and considers all of the Directors to be independent in line with the 2019 AIC Code. The Board does not feel that it would be appropriate to set a specific tenure limit for individual Directors or the Chairman of the Board or its Committees. Instead, the Board will regularly review the size and structure of the Board with the aim of new directors bringing the challenge of fresh thinking into the Board’s discussions. By doing so, the Board intends to maintain a broad range of experience in the Board, with Directors who have served a range of periods on the Board of the Company. This will ensure that on each occasion the Board enters into new investment commitments, several members have direct personal experience of negotiating previous commitments with the Manager. This is intended to preserve the cumulative experience and deep understanding of the Company, its commitments and investment portfolio, while benefiting from new perspectives and helping to promote diversity of perspective. It is believed that the Directors provide, individually and collectively, the breadth of skill and experience to manage the Company and ensuring its long-term sustainable success. The basis on which the Company aims to generate value over the longer term is set out in the Business Model and Strategy on pages14 and 15. PERFORMANCE EVALUATION During the year, the Directors undertook a formal and rigorous performance evaluation and also considered the output from the previous year’s evaluation. The process was led by the Chairman and was designed to assess the strengths and independence of the Board together with the performance of its Committees, the Chairman and individual Directors. The Board completed evaluation questionnaires which covered a range of areas including processes and effectiveness, size and composition, and corporate governance and were also intended to analyse the focus of meetings and assess whether they are appropriate, or if any additional information may be required to facilitate future Board discussions. The evaluation of the Chairman was carried out by the other Directors of the Company and the process was led by the Senior IndependentDirector. The results of the Board evaluation process were reviewed and discussed by the Board. The Board concluded that it remains effective and highlighted the continuing attention to succession planning and assessing developments in the retail investors’ information needs and investment platforms as areas of focus. RE-ELECTION OF DIRECTORS Under the provisions of the Company’s Articles, the Directors retire by rotation at least every three years, however, in accordance with corporate governance best practice as set out in the AIC Code, all Directors should put themselves forward for re-election every year. As such, each of the Directors is subject to annual re-election by the shareholders at the Annual General Meeting and Mr Curling, Ms Roxburgh and Mr Neilly have confirmed that they will be standing for re-election at the forthcoming Annual General Meeting. VOTING POLICY ON PORTFOLIO INVESTMENTS The Manager, in the absence of explicit instructions from the Board, is empowered to exercise discretion in the use of the Company’s voting rights. Environmental, social and governance factors are taken into account by the Manager as part of its investment analysis and decision making processes. The Board is pleased that the Manager has been a signatory of the UK Stewardship Code since its publication in 2010 and its statement can be found on its website www.montanaro.co.uk. In June 2019, Montanaro became a B Corporation, a business certified for meeting the highest verified standards of social and environmental performance, transparency and accountability. RELATIONS WITH SHAREHOLDERS The Company welcomes the views of shareholders and places great importance on communication with its shareholders. Please refer to page21 for details of engagement activity in the year to 31 March 2024. BOARD COMMITTEES The Board has established three Committees to assist with its operations. Throughout the year the following Committees have been in operation, namely the Audit Committee, the Remuneration Committee and the Nomination Committee. Each of the Committees’ delegated responsibilities are clearly defined in formal terms of reference which are available on the Company’s website https://montanaro.co.uk/trust/montanaro- european-smaller-companies-trust/. Audit Committee The Report of the Audit Committee is included on pages31 to 33 and forms part of this statement. Remuneration Committee The Remuneration Committee, chaired by Mr Neilly, comprises the full Board and reviews the appropriateness of the Manager’s continuing appointment and determines the level of Directors’ fees. The Directors’ Remuneration Report on pages34 to 36 provides information on the remuneration arrangements for the Directors of the Company. page 30 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Corporate Governance Statement continued Nomination Committee The Nomination Committee, chaired by Mr Curling, comprises the full Board and is convened for the purpose of considering the appointment of new Directors as and when considered appropriate. The Board is composed solely of non-executive Directors and has one third female representation. The Directors will ensure it adheres to set objectives in relation to the diversity of the Board as and when they seek to appoint additional Directors, in the future. The Board considers the guidance set out in the Hampson-Alexander Report and the Parker Review in considering the composition of the Board and in its recruitment and succession planning. The Company’s Board diversity policy is shown below. DIVERSITY AND INCLUSION The Board’s policy on diversity is to ensure that the Directors on the Board have a broad range of experience, skills and knowledge, with diversity of thinking, background and perspective. Appointments to the Board are made on merit against objective criteria, having regard to the benefits of diversity and the current and future needs of the business and the other factors set out in the AIC Code. The Board continues to develop its succession planning in line with these recommendations. In accordance with Listing Rule 9 Annex 2.1. the tables below, in prescribed format, show the gender and ethnic background of the Directors at 20June 2024. Gender identity or sex Number of Board members Percentage on the Board Number of senior positions on the Board Men 2 66 1 Women 1 34 1 Not specified/prefer not to say – – – Ethnic background Number of Board members Percentage on the Board Number of senior positions on the Board White British or other White (including minority whitegroups) 3 100 2 Mixed/Multiple Ethnic Groups – – – Asian/Asian British – – – Black/African/Caribbean/ BlackBritish – – – Other Ethnic group – – – Not specified/prefer not to say – – – The data in the above tables was collected through self-reporting by the Directors. The Board does not comply with the Listing Rule requirement for 40% women on the Board and a minimum of one ethnic minority Board member. The Board currently comprises three members, one of whom is a woman who holds a senior position on the Board. The small size of the Board is a constraint to achieving all of these targets but the Board will actively take this into consideration in future recruitment. MODERN SLAVERY ACT 2015 As an investment trust, the Company does not provide goods or services in the normal course of business and does not have customers. Accordingly, the Directors consider that the Company is not required to make any slavery or human trafficking statement under the Modern Slavery Act 2015. RISK MANAGEMENT AND INTERNAL CONTROLS Details of the principal risks and internal controls applied by the Board are set out on pages16 to 19 and pages31 and 32respectively. By order of the Board JUNIPER PARTNERS LIMITED Company Secretary 28 Walker Street Edinburgh EH3 7HR 20 June 2024 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 31 COMPOSITION OF THE COMMITTEE The Board recognises the requirement for the Audit Committee as a whole to have competence relevant to the sector in which the Company operates and at least one member with recent and relevant experience. The Audit Committee is chaired by Ms Roxburgh, a Chartered Accountant, who has recent and relevant financial experience, and the Committee operates within clearly defined terms of reference and comprises all the Directors. Given the size of the Board, and Mr Curling’s experience, it is felt appropriate for him to sit on the Audit Committee as permitted by the AIC Code. The Directors have a combination of financial, investment and business experience, specifically with respect to the investment trust sector. ROLE OF THE COMMITTEE The duties of the Audit Committee include reviewing: the annual and interim financial statements; the system of internal controls; and the terms of appointment and remuneration of the Auditor, PricewaterhouseCoopers LLP (“PwC”) including its independence and objectivity. The Audit Committee met twice during the year, with PwC in attendance at both meetings. The attendance of each of the members is set out on page28. In the course of its duties throughout the year, the Committee had direct access to PwC, Juniper and Montanaro. Amongst other things, the Audit Committee considered and reviewed the following matters and reported thereon to theBoard: • The annual and half-yearly reports and accounts and results announcements; • The accounting policies of the Company; • The principal risks faced by the Company and the effectiveness of the Company’s internal control and risk management environment, including consideration of the assumptions underlying the Board’s Viability Assessment and Statement; • The effectiveness of the audit process and related non- audit services and the independence and objectivity of PwC, its appointment, remuneration and terms of engagement; • The implications of proposed new accounting standards and regulatory changes; • The receipt of AAF (01/06) and ISAE 3402 reports or their equivalent from the Manager, Administrator, Custodian and other service providers; and • Whether the Annual Report and Accounts is fair, balanced and understandable. In May 2023 the Financial Reporting Council published Audit Committees and the External Audit: Minimum Standard, (the “Standard”) setting out guidance on the expectations for audit committees of FTSE 350 companies. Whilst the Committee is not required to comply with the Standard, it has reviewed and updated its terms of reference to ensure that the Committee continues to adhere to best practices within the industry. RISK MANAGEMENT The Board has established an ongoing process designed to meet the particular needs of the Company in managing the risks to which it is exposed, consistent with the related guidance issued by the Financial Reporting Council. Montanaro’s Compliance and Risk department and Juniper provide regular control reports to the Audit Committee and the Board covering administration, risk and compliance matters. A key risk summary is produced to identify the risks to which the Company is exposed, the controls in place and the actions being taken to mitigate them. The Board has a robust process for considering the resulting risk matrix and reviews the significance of the risks, reasons for any change and actions arising as a result. The Company’s principal risks and their mitigations are set out on pages16 to 19, with additional information provided in Notes 15 to 20 of the accounts. The integration of these risks into the consideration of the Viability Assessment and Statement on page26 was also fully considered by the Committee. INTERNAL CONTROL The Board is responsible for the Company’s systems of internal controls and for reviewing their effectiveness. The Audit Committee has reviewed and reported to the Board on these controls which aim to ensure that the assets of the Company are safeguarded, proper accounting records are maintained and the financial information used within the business and for publication is reliable. The key procedures which have been established to provide an effective internal control environment are outlined below: • Board procedures are set within clearly defined parameters, as set out in matters specifically reserved for the Board. • At every Board meeting the Directors review financial information prepared by the Administrator, including management accounts, forecasts of income and expenditure and detailed analysis relating to the performance of the Company. Report of the Audit Committee page 32 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 • The Bank of New York Mellon (International) Limited, as the Company’s Depositary, provides quarterly reports to the Board and carries out daily independent checks on cash and investment transactions. • The Bank of New York Mellon SA/NV is responsible for the custody of the Company’s investments. Lists of investments held are reconciled to the Company’s records on a regular basis and a report on controls, which is reviewed by a firm of independent reporting accountants, is produced annually for consideration by the Audit Committee. • Investment management services are provided by Montanaro, which is regulated by the Financial Conduct Authority. At each Board meeting the Board monitors the investment performance of the Company in comparison to its stated Investment Objective, the benchmark index and comparable investment trusts. The Board also reviews the Company’s activities since the last Board Meeting to ensure that Montanaro adheres to the agreed Investment Policy and approved investment guidelines. On an annual basis, Montanaro produces an AAF 01/06 Report on internal controls, which is reviewed by a firm of independent reporting accountants, and which is then reviewed and considered by the Audit Committee. Montanaro is also the Company’s AIFM and in this capacity provides a semi-annual report to the Board. • Juniper are responsible for the provision of company secretarial, accounting and administration services to the Company. On an annual basis, Juniper produce an ISAE 3402 Report on internal controls, which is reviewed by a firm of independent reporting accountants, for consideration by the Audit Committee. • The Board reviews contracts with other third party service providers, including the standard of services provided, on a regular basis. A formal annual review of these procedures is carried out by the Audit Committee. The review meeting is attended by the Company’s Auditor. During the year, the Committee received updates on any material changes in the risk environment and regulatory requirements, and the action taken. These procedures have been in place throughout the year and up to the date of approval of the Annual Report, and the Board is satisfied with their effectiveness. The procedures are designed to manage rather than eliminate risk and, by their nature, can only provide reasonable, but not absolute, assurance against material misstatement or loss. The Board has previously reviewed the need for an internal audit function. As an externally managed investment trust, it has decided that the systems and procedures employed by the Manager and the Administrator, including their risk management and internal audit functions, provide assurance that a sound system of internal control, which safeguards shareholders’ investment and the Company’s assets, is maintained. In addition, reporting is also provided by the Depositary with respect to their monitoring and oversight of the Company. An internal audit function, specific to the Company, is therefore considered unnecessary. EXTERNAL AUDIT PROCESS AND SIGNIFICANT MATTERS CONSIDERED BY THE AUDIT COMMITTEE As part of its review of the scope and results of the audit, during the year the Audit Committee considered and approved PwC’s plan for the audit of the financial statements for the year ended 31March 2024. At the conclusion of the audit, PwC did not highlight any issues to the Audit Committee which would cause it to qualify its audit report nor did it highlight any fundamental internal control weaknesses. PwC has issued an unqualified audit report which is included on pages38 to 44. The significant issues considered by the Audit Committee are discussed in the table below. Significant Issues Considered by the Audit Committee in Relation to the Financial Statements Matter Action Investment Portfolio Valuation: The Company’s portfolio is invested in the shares of European quoted smaller companies. Errors in the portfolio valuation could have a material impact on the Company’s NAV per share. The Board reviews a full portfolio valuation at each Board meeting and, since the implementation of the AIFM Directive in July 2014, receives semi-annual reports from the AIFM and Depositary. The Audit Committee reviewed the Administrator’s annual internal controls report, which is reported on by independent external accountants, and which details the systems, processes and controls around the daily pricing of securities, including the application of exchange rate movements. Report of the Audit Committee continued Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 33 Matter Action Misappropriation of Assets: Misappropriation of the Company’s investments or cash balances could have a material impact on its NAV pershare. The Audit Committee reviewed the Administrator’s annual internal control report, as referred to above, which details the controls around the reconciliation of the Administrator’s records to those of the Custodian. The Audit Committee also reviewed the Custodian’s annual internal controls report, which is reported on by independent external accountants, and which provides details regarding its control environment. As stated above, since the implementation of the AIFM Directive in July 2014, the Board receives semi- annual reports from the AIFM and Depositary. Income Recognition: Incomplete or inaccurate income recognition, including allocation between revenue and capital, could have an adverse effect on the Company’s NAV and earnings per share and its level of distributable revenue. The Audit Committee reviewed the Administrator’s annual internal controls report, as referred to above, which details the systems, processes and controls around the recording of investment income. It also compared the final level of income received for the year to the budget which was set at the start of the year and considered the accounting treatment of all special dividends received with the Manager. Annual Report and Accounts: Ensuring the Annual Report and Accounts is fair, balanced and understandable. The Audit Committee read and discussed this Annual Report and Accounts and advised the Board that it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. NON-AUDIT SERVICES The Committee regards the continued independence of the Auditors to be a matter of the highest priority. The Company’s policy with regard to the provision of non-audit services by the external auditor ensures that no engagement will be permittedif: • the provision of the services would contravene any regulation or ethical standard; • the auditor is not considered to be an expert provider of the non-audit services; • the provision of such services by the auditor creates a conflict of interest for either the Board or the Manager; and • the services are considered to be likely to inhibit the auditors independence or objectivity as auditors. AUDITOR ASSESSMENT, INDEPENDENCE AND APPOINTMENT The Audit Committee reviews the re-appointment of the auditor every year. As part of this year’s review of auditor independence and effectiveness, PwC has confirmed that it is independent of the Company and has complied with relevant auditing standards. In evaluating PwC, the Audit Committee has taken into consideration the standing, skills and experience of the firm and the audit team. The Audit Committee, from direct observation and enquiry of the Administrator, remains satisfied that PwC continues to provide effective independent challenge in carrying out its responsibilities. PwC’s fee in respect of the audit for the year ended 31March 2024 is £54,340 (2023: £48,000). The increase in fees reflects the cumulative effect of inflationary pressures since the audit tender. Following professional guidelines, the audit partner rotates after five years. The year ended 31March 2024 is Shujaat Khan’s third year as audit partner. On the basis of their assessment, the Audit Committee has recommended the re-appointment of PwC to the Board. PwC’s performance will continue to be reviewed annually taking into account all relevant guidance and best practice. On behalf of the Board C A ROXBURGH Chair of the Audit Committee 20 June 2024 page 34 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 ANNUAL STATEMENT FROM THE CHAIR OF THE REMUNERATION COMMITTEE (THE “COMMITTEE”) I am pleased to present the Directors’ Remuneration Report for the year ended 31March 2024. During the year, the Committee reviewed the Remuneration Policy and the Directors’ fees. The outcomes of each of these reviews can be found below. This report shows all major decisions on Directors’ remuneration and any substantial changes made during the year relating to Directors’ remuneration, including the context in which any changes occurred. Under company law, the Auditor is required to audit certain disclosures provided. Where disclosures have been audited they are indicated as such. The Auditor’s opinion is included in its report on pages38 to 44. The Remuneration Committee consists solely of independent non-executive Directors and determines the level of the Directors’ fees in accordance with the AIC Code of Corporate Governance. The Company Secretary provides information on comparative levels of Directors’ fees to the Remuneration Committee in advance of each review. The members of the Remuneration Committee are Mr Curling, Ms Roxburgh and the Chair, Mr Neilly. As the Company has no executive Directors, the Committee meets annually to determine the level of Directors’ fees and to review the performance of the Manager. The outcome of the review of the Manager can be found on page25. No Director is involved in deciding their own remuneration outcome. DIRECTORS’ REMUNERATION POLICY The existing Directors’ Remuneration Policy was approved at the Company’s Annual General Meeting in 2023. The Company’s policy is to remunerate Directors exclusively by fixed fees in cash at a rate which should reflect the responsibilities of being a non-executive Director, including the potential liabilities associated with the position, and the time committed by them to these responsibilities including, where appropriate, Board Committee duties. There were no changes to the policy during the year. The fees for the non-executive Directors are determined within the limits set out in the Company’s Articles of Association. The present limit is £200,000 in aggregate per annum and may not be changed without seeking shareholder approval at a general meeting. There is no performance related remuneration scheme and therefore non-executive Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. Directors do not have service contracts, but new Directors are provided with a letter of appointment. These letters of appointment are available for inspection at the Company’s registered office. The terms of Directors’ appointments provide that they should retire and be subject to election at the next Annual General Meeting after their appointment. Under the terms of the Company’s Articles of Association, Directors are obliged to offer themselves for re-election by shareholders by not later than the third Annual General Meeting after they were last elected. However, the Board has agreed that all Directors will retire annually and, if appropriate, seek re-election. There is no notice period and no provision for compensation upon early termination ofappointment. APPROACH TO RECRUITMENT REMUNERATION The principle adopted by the Committee in respect of recruitment of Directors is that the fees for a non-executive Director should reflect the responsibilities and time commitment required. The Committee seeks to encourage the enhancement of the Company’s performance and to ensure that remuneration packages offered are competitive and designed to attract, retain and motivate Directors of the rightcalibre. Any new non-executive Director would be paid on the same basis as the existing non-executive Directors. As noted above the aggregate level of Directors’ fees must not exceed a set limit, as set out in the Company’s Articles of Association, which is currently £200,000 per annum. Directors’ Remuneration Report Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 35 FUTURE POLICY TABLE Following a review of the level of Directors’ fees, the Remuneration Committee concluded that, commencing 1April 2024, the Chairman’s fee be increased to £43,000 per annum, the Audit Committee Chair’s fee be increased to £37,500 per annum and other Directors’ fees be increased to £31,000 per annum, the last increase having been made on 1April 2023. These changes have been made following consideration of Directors’ remuneration in the context of its peers and the wider investment trust sector, as well as the increased time commitment of Directors in order to fulfil their duties. Based on these fees, Directors’ fees for the forthcoming financial year would be as follows: 31March 2025 31March 2024 Chairman £43,000 £41,000 Audit Committee Chair £37,500 £35,500 Director £31,000 £29,500 DIRECTORS’ EMOLUMENTS FOR THE YEAR (AUDITED) The Directors who served during the financial year received the following amounts for services as non-executive Directors for the years ended 31March 2024 and 31March 2023 as well as reimbursement for expenses necessarily incurred. No other forms of remuneration were paid during the year. Fees £ Taxable Benefits^ £ Total £ Total fixed remuneration £ Total variable remuneration £ 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 R M Curling 41,000 39,000 1,130 1,511 42,130 40,511 41,000 39,000 1,130 1,511 C A Roxburgh 35,500 33,500 1,455 1,727 36,945 35,227 35,500 33,500 1,455 1,727 G Neilly 29,500 28,000 455 202 29,955 28,202 29,500 28,000 455 202 Total 106,000 100,500 3,030 3,440 109,030 103,940 106,000 100,500 3,030 3,440 ^ Comprises amounts reimbursed for expenses incurred in carrying out business for the Company. No sums are paid to any third parties in respect of Directors’ services and no sums were paid to any third parties in respect of advice from remuneration advisors. There have been no payments to past Directors during the financial year ended 31March 2024, whether for loss of office or otherwise. ANNUAL PERCENTAGE CHANGE IN REMUNERATION OF DIRECTORS Directors’ pay has increased over the last four years, as set out in the table below: 2024 £ Change % 2023 £ Change % 2022 £ Change % 2021 £ Change % 2020 £ Chairman 41,000 5.1 £39,000 8.2 36,050 3.0 35,000 9.0 32,000 Audit Committee Chair 35,500 6.0 £33,500 8.4 30,900 3.0 30,000 11.0 27,000 Director 29,500 5.4 £28,000 8.7 25,750 3.0 25,000 9.0 23,000 The requirements to disclose this information came into force for companies with financial years starting on or after 10June 2019 and, as such, this is the fourth year the Company has disclosed this information. The comparison will be expanded in future annual reports until such time as it covers a five yearperiod. The Company does not have any employees and therefore no comparisons are given in respect of Directors’ and employees’ pay increases. page 36 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Directors’ Remuneration Report continued COMPANY PERFORMANCE The Board is responsible for the Company’s investment strategy and performance, although the management of the Company’s investment portfolio is delegated to Montanaro through the investment management agreement, as referred to in the Report of the Directors on page24. The graph below compares, for the ten financial years ended 31March 2024, the share price total return (assuming all dividends are reinvested) to shareholders compared to the return from the benchmark index. An explanation of the performance of the Company for the year ended 31March 2024 is given in the Chairman’s Statement and the Manager’s Report. Share Price and Benchmark Performance (rebased at 100 on 31March 2014, GBP) 400 35 0 30 0 25 0 20 0 150 100 50 2014 2015 2016 2017 2018 2019 20242023202220212020 Share Price Total Return Benchmark Total Return ** From 5September 2006: MSCI Europe SmallCap Index. The benchmark was changed on 1June 2009 to the MSCI Europe ex-UK SmallCap Index (in Sterling terms). This benchmark was selected because it is the most commonly used index for SmallCap investors. VOTING AT AGM At the Company’s last Annual General Meeting, held on 7September 2023, shareholders approved the Annual Report on Directors’ Remuneration for the year ended 31March 2023. 99.27% of votes were in favour of the resolution and 0.71% were against. 0.02% were withheld. An ordinary resolution for the approval of this Annual Report on Directors’ Remuneration will be put to shareholders at the forthcoming Annual General Meeting. The Directors’ Remuneration Policy was last approved by shareholders at the Company’s Annual General Meeting, held on 7 September 2023. 99.25% of votes were in favour of the resolution and 0.73% of votes were against. 0.02% of votes were withheld. RELATIVE IMPORTANCE OF DIRECTORS’ FEES As the Company has no employees, the table above represents the total remuneration costs and benefits paid by the Company. To enable shareholders to assess the relative importance of expenditure on Directors’ remuneration, the table below shows the actual expenditure during the year in relation to Directors’ remuneration (excluding taxable benefits), other operating expenses and shareholder distributions: 2024 £ 2023 £ Change % Aggregate Directors’ remuneration 106,000 100,500 5.5 Management and other operating expenses 2,982,000 2,918,000 2.2 Dividends paid to shareholders 1,885,000 1,752,000 7.6 * Includes Directors’ remuneration. DIRECTORS’ INTERESTS (AUDITED) The Directors who held office during the year and their interests in the shares of the Company were as follows: As at 31March 2024 No. of shares As at 31March 2023 No. of shares R M Curling Beneficial 150,000 150,000 C A Roxburgh^ Beneficial 62,833 62,352 G Neilly Beneficial 62,293 61,867 ^ Includes 1,654 shares held in Ms Roxburgh’s spouse’s name There is no requirement for Directors to hold shares in the Company. There have been no changes in the Directors’ interests in the shares of the Company between 31March 2024 and 20June 2024. STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN RESPECT OF THE FINANCIAL YEAR ENDING 31MARCH 2025 The Committee will, as usual, review Directors’ fees during 2024/25, including the time required to be committed to the business of the Company, and will consider whether any further changes to remuneration are required. By Order of the Board G NEILLY Chair of the Remuneration Committee 20 June 2024 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 37 The Directors are responsible for preparing the Annual Report and Accounts and the financial statements in accordance with applicable law and regulation. Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with UK- adopted international accounting standards. Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the Directors are required to: • select suitable accounting policies and then apply themconsistently; • state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; • make judgements and accounting estimates that are reasonable and prudent; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in otherjurisdictions. DIRECTORS’ CONFIRMATIONS Each of the Directors, whose names and functions are listed in Board of Directors confirm that, to the best of their knowledge: • the financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and return of the Company; and • the Report of the Audit Committee includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. In the case of each Director in office at the date the Directors’ report is approved: • so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware;and • they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. R M CURLING Chairman 20 June 2024 Statement of Directors’ Responsibilities in respect of the Financial Statements page 38 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS OPINION In our opinion, Montanaro European Smaller Companies Trust plc’s financial statements: • give a true and fair view of the state of the Company’s affairs as at 31 March 2024 and of its return and cash flows for the year then ended; • have been properly prepared in accordance with UK-adopted international accounting standards; and • have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which comprise: the Balance Sheet as at 31 March 2024; the Statement of Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information. Our opinion is consistent with our reporting to the Audit Committee. BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were notprovided. We have provided no non-audit services to the company in the period under audit. OUR AUDIT APPROACH Context Montanaro European Smaller Companies Trust plc is an Investment Trust Company listed on the London Stock Exchange and invests primarily in equities quoted on European investment markets. The operations of the company are located in the UK. We focus our audit work primarily on the valuation and existence of investments and income from investments. Overview Audit scope • The Company is a standalone Investment Trust Company and engages Montanaro Asset Management Limited (the “Manager”) to manage its assets. • We conducted our audit of the financial statements using information from Juniper Partners Limited, (the “Administrator”) to whom the Board has, delegated the provision of certain administrative functions. • We tailored the scope of our audit taking into account the types of investments within the Company, the involvement of the third parties referred to above, the accounting processes and controls, and the industry in which the Company operates. • We obtained an understanding of the control environment in place at both the Manager and the Administrator and adopted a fully substantive testing approach using reports obtained from the Administrator. Independent Auditors’ Report to the Members of Montanaro European Smaller Companies Trust plc Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 39 Key audit matters • Valuation and existence of investments • Income from and gains/losses on investments Materiality • Overall materiality: £3,127,200 (2023: £2,999,000) based on 1% of Net Assets. • Performance materiality: £2,345,400 (2023: £2,249,250). The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. The key audit matters below are consistent with last year. Key audit matter How our audit addressed the key audit matter Valuation and existence of investments Refer to the Material Accounting Policies and the Notes to the financial statements. The Investment portfolio at the year-end comprised listed equity investments valued at £321.6 million. We focused on the valuation and existence of investments because investments represent the principal element of the net asset value as disclosed in the Balance Sheet in the financialstatements. We assessed the accounting policy for the valuation of investments for compliance with accounting standards and performed testing to check that investments are accounted for in accordance with this stated accounting policy. We tested the valuation of the listed equity investments by agreeing the prices used in the valuation to independent third party sources for all investments. We tested the existence of the investment portfolio by agreeing investment holdings to an independent custodian confirmation. No material issues were identified. page 40 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Independent Auditors’ Report continued to the Members of Montanaro European Smaller Companies Trust plc Key audit matter How our audit addressed the key audit matter Income from and gains/losses oninvestments Refer to Material Accounting policies and Notes to the Financial Statements. For the Company we consider that ‘income’ refers to both revenue and capital (including gains and losses on investments). We focused on the accuracy, occurrence and completeness of investment income as incomplete or inaccurate income could have a material impact on the company’s net assetvalue. We also focused on the accounting policy for income recognition and its presentation in the Statement of Comprehensive Income as set out in the requirements of The Association of Investment Companies Statement of Recommended Practice (the “AIC SORP”) as incorrect application could result in a misstatement in income recognition. We found that the accounting policies implemented were in accordance with accounting standards and the AIC SORP, and that income has been accounted for in accordance with the stated accounting policy. The gains/losses on investments held at fair value through profit or loss comprise realised and unrealised gains/losses. For unrealised gains and losses, we tested the valuation of the portfolio at the year-end, together with testing the reconciliation of opening and closing investments. For realised gains/losses, we tested a sample of disposal proceeds by agreeing the proceeds to bank statements and we re-performed the calculation of a sample of realised gains/losses. We also tested a sample of purchases to underlying supporting documentation. We tested the accuracy of dividend receipts by agreeing the dividend rates from investments to independent third-party data. To test for occurrence, we confirmed that all dividends recorded had occurred in the market to independent third-party data, and traced a sample of cash payments to bank statements. To test for completeness, we tested that the appropriate dividends had been received in the year by reference to independent third party data of dividends declared for all listed investments during the year. We also tested the allocation and presentation of income between the revenue and capital return columns of the Statement of Comprehensive Income in line with the requirements set out in the AIC SORP by assessing the treatment applied in the context of the underlying facts and circumstances of a sample of specialdividends. No material issues were identified. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which it operates. All audit procedures were conducted by a UK audit team. We tested and examined information using sampling and other auditing techniques, to the extent we considered necessary to provide a reasonable basis for us to form our own judgements. The impact of climate risk on our audit As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the Company’s financial statements, and we remained alert when performing our audit procedures for any indicators of the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the Company’s financial statements. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 41 Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Overall company materiality £3,127,200 (2023: £2,999,000). How we determined it 1% of Net Assets Rationale for benchmark applied We have applied this benchmark, which is a generally accepted auditing practice for investment trust audits. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to £2,345,400 (2023: £2,249,250) for the Company financial statements. In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range wasappropriate. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £156,360 (2023: £149,950) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. CONCLUSIONS RELATING TO GOING CONCERN Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accountingincluded: • evaluating the Directors’ risk assessment and considering whether it addressed the relevant threats to the Company; • evaluating the Directors’ assessment of potential operational impacts to the Company of relevant risks, considering their consistency with other available information and our understanding of the business and assessed the potential impact on the financial statements; • reviewing the Directors’ assessment of the Company’s financial position in the context of its ability to meet future expected operating expenses, their assessment of liquidity as well as their review of the operational resilience of the Company and oversight of key third-party service providers; and • assessing the implication of potential significant reductions in NAV as a result of market movements on the ongoing ability of the Company to operate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Company’s ability to continue as a going concern. In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. page 42 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Independent Auditors’ Report continued to the Members of Montanaro European Smaller Companies Trust plc REPORTING ON OTHER INFORMATION The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the year ended 31 March 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report. Directors’ Remuneration In our opinion, the part of the Directors’ Remuneration to be audited has been properly prepared in accordance with the Companies Act 2006. CORPORATE GOVERNANCE STATEMENT The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the Corporate Governance Statement as other information are described in the reporting on other information section of this report. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to: • The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks; • The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated; • The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; • The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate; and • The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 43 Our review of the Directors’ statement regarding the longer-term viability of the Company was substantially less in scope than an audit and only consisted of making inquiries and considering the Directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the Company and its environment obtained in the course of the audit. In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit: • The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the Company’s position, performance, business model andstrategy; • The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and • The section of the Annual Report describing the work of the Audit Committee. We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors. RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT Responsibilities of the Directors for the financial statements As explained more fully in the Statement of Directors’ Responsibilities in respect of the Financial Statements, the Directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financialstatements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches of section 1158 of the Corporation Tax Act 2010, the Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue (investment income and capital gains) or to increase net asset value of the Company. Audit procedures performed by the engagement team included: • discussions with the Manager and Audit Committee, including consideration of known or suspected instances of non- compliance with laws and regulation and fraud; • reviewing relevant committee meeting minutes, including those of the Board and Audit Committee; page 44 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Independent Auditors’ Report continued to the Members of Montanaro European Smaller Companies Trust plc • assessment of the Company’s compliance with the requirements of section 1158 of the Corporation Tax Act 2010, including recalculation of numerical aspects of the eligibility conditions; • review of financial statement disclosures to underlying supporting documentation; • identifying and testing manual journal entries posted by the Administrator during the preparation of the financial statements; and • designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non- compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. OTHER REQUIRED REPORTING Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not obtained all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or • certain disclosures of Directors’ remuneration specified by law are not made; or • the financial statements and the part of the Directors’ Remuneration to be audited are not in agreement with the accounting records and returns; or • a Corporate Governance Statement has not been prepared by the Company. We have no exceptions to report arising from this responsibility. Appointment Following the recommendation of the Audit Committee, we were appointed by the members on 9 September 2021 to audit the financial statements for the year ended 31 March 2022 and subsequent financial periods. The period of total uninterrupted engagement is three years, covering the years ended 31 March 2022 to 31 March 2024. SHUJAAT KHAN (Senior statutory auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Edinburgh 20 June 2024 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 45 Year to 31March 2024 Year to 31March 2023 Notes Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Capital gains/(losses) on investments Gains/(losses) on investments held at fair value 9 – 13,543 13,543 – (23,070) (23,070) Exchange gains/(losses) – 135 135 – (542) (542) Revenue Investment income 2 4,576 – 4,576 4,101 – 4,101 Other income 2 116 – 116 29 – 29 Total income 4,692 13,678 18,370 4,130 (23,612) (19,482) Expenditure Management expenses 3 (803) (1,490) (2,293) (804) (1,494) (2,298) Other expenses 4 (689) – (689) (620) – (620) Total expenditure (1,492) (1,490) (2,982) (1,424) (1,494) (2,918) Return before finance costs and taxation 3,200 12,188 15,388 2,706 (25,106) (22,400) Finance costs 5 (134) (248) (382) (84) (156) (240) Return before taxation 3,066 11,940 15,006 2,622 (25,262) (22,640) Taxation 6 (376) – (376) (538) – (538) Return after taxation 2,690 11,940 14,630 2,084 (25,262) (23,178) Return per share 8 1.42p 6.30p 7.72p 1.10p (13.34p) (12.24p) The total column of this statement represents the Company’s Income Statement and Statement of Comprehensive Income, prepared to UK-adopted International Accounting Standards in conformity with the Companies Act 2006. The supplementary revenue return and capital return columns are both prepared under guidance published by the Association of Investment Companies. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year. The accompanying notes are an integral part of the financial statements. Statement of Comprehensive Income for the year ended 31 March 2024 page 46 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 31March 2024 31March 2023 Notes £’000 £’000 Non-current assets Investments held at fair value through profit or loss 9 321,676 310,308 Current assets Trade and other receivables 10 885 880 Cash and cash equivalents 10 242 3,225 1,127 4,105 Total assets 322,803 314,413 Current liabilities Trade and other payables 11 (754) (1,260) Interest-bearing bank loan 12 – (8,787) Revolving credit facility 11 (856) (4,391) (1,610) (14,438) Non-current liabilities Interest-bearing bank loan 12 (8,473) – Total liabilities (10,083) (14,438) Net assets 312,720 299,975 Capital and reserves Called-up share capital 13 9,471 9,471 Share premium account 44,057 44,057 Capital redemption reserve 2,212 2,212 Capital reserve 252,521 240,581 Revenue reserve 4,459 3,654 Total shareholders’ funds 312,720 299,975 Net asset value per share 14 165.1p 158.4p The financial statements on pages45 to 61 were approved and authorised for issue by the Board of Directors on 20June 2024 and signed on its behalf by: R CURLING Director Company Registered Number: SC074677 The accompanying notes are an integral part of the financial statements. Balance Sheet as at 31 March 2024 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 47 Year to 31March 2024 Notes Share capital £’000 Share premium account £’000 Capital redemption reserve £’000 Capital reserve £’000 Revenue reserve £’000 Total £’000 As at 1 April 2023 9,471 44,057 2,212 240,581 3,654 299,975 Return after taxation – – – 11,940 2,690 14,630 Dividends paid 7 – – – – (1,885) (1,885) As at 31 March 2024 9,471 44,057 2,212 252,521 4,459 312,720 Year to 31March 2023 Notes Share capital £’000 Share premium account £’000 Capital redemption reserve £’000 Capital reserve £’000 Revenue reserve £’000 Total £’000 As at 1 April 2022 9,471 44,057 2,212 265,843 3,322 324,905 Return after taxation – – – (25,262) 2,084 (23,178) Dividends paid 7 – – – – (1,752) (1,752) As at 31 March 2023 9,471 44,057 2,212 240,581 3,654 299,975 The accompanying notes are an integral part of the financial statements. * These reserves are distributable. However the amount that is distributable is not necessarily the full amount of the reserves as disclosed in these financialstatements. Statement of Changes in Equity for the year ended 31 March 2024 page 48 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 31March 2024 £’000 31March 2023 £’000 Cash flows from operating activities Return before taxation 15,006 (22,640) Investment (gains)/losses (13,543) 23,070 Exchange (gains)/ losses (135) 542 Finance costs 381 240 Withholding tax (374) (450) Investment income (4,692) (4,130) Dividends received 4,675 4,043 Other income received 116 29 Purchases of investments (33,701) (31,524) Sales of investments 35,136 38,643 Increase in receivables (100) (43) Increase/(decrease) in payables 222 (79) Net cash inflow from operating activities 2,991 7,701 Cash flows from financing activities Repayments of loan (4,327) (5,159) Drawdown on revolving credit facility 855 834 Loan arrangement fees (94) – Dividends paid (1,885) (1,752) Interest paid (353) (239) Net cash outflow from financing activities (5,804) (6,316) Net (decrease)/increase in cash and cash equivalents (2,813) 1,385 Exchange (losses)/gains (170) 19 (Decrease)/increase in cash and cash equivalents (2,983) 1,404 Cash and cash equivalents at beginning of year 3,225 1,821 Cash and cash equivalents at end of year 242 3,225 * In the prior year repayments of loans and drawdown on the revolving credit facility were presented on a net basis. These balances have been re-presented on a gross basis to align to the current year presentation. The accompanying notes are an integral part of the financial statements. Statement of Cash Flows for the year ended 31 March 2024 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 49 Notes to the Financial Statements for the year ended 31 March 2024 1 Material Accounting Policies A summary of the principal accounting policies is set out below. BASIS OF ACCOUNTING The financial statements of the Company have been prepared in accordance with International Accounting Standards in conformity with the requirements of the UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The annual financial statements have been prepared in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies (“AIC SORP”) for the financial statements of investment trust and venture capital trusts, except to any extent where it is not consistent with the requirements of International Accounting Standards in conformity with the Companies Act 2006. The functional and presentational currency of the Company is Pounds Sterling and has been determined on the basis of the currency of the Company’s share capital and the currency in which dividends and expenses are paid. The financial statements have been prepared on a going concern basis, under historical cost convention, except for the measurement at fair value of investments measured at fair value through profit or loss and on the expectation that approval as an investment trust company will continue to be met. The financial statements have adopted the following accounting policies in their preparation, which remain consistent with the accounting policies adopted in the audited financial statements for the year ended 31March 2023. All values are rounded to the nearest thousand pounds unless otherwise indicated. The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in business for the foreseeable future, being until at least 20June 2025. Please refer to pages 25 and 26 for full details of the Directors’ going concern assessment. ACCOUNTING DEVELOPMENTS Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for 31March 2024 reporting periods and have not been early adopted by the Company. These standards, amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. The Company has yet to assess the full impact of IFRS 18-Presentation and Disclosure in Financial Statements which is effective from 1 January 2027. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY The preparation of financial statements in accordance with International Accounting Standards in conformity with the Companies Act 2006, requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts in the Balance Sheet, the Statement of Comprehensive Income and the disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The areas requiring the most significant judgement in the preparation of the financial statements are: recognising and classifying unusual or special dividends received as either revenue or capital in nature; and setting the levels of dividends paid and proposed in satisfaction of both the Company’s long-term objective and its obligations to adhere to investment trust status rules under Section 1158 of the Corporation Tax Act 2010. Dividends received which appear to be unusual in size or circumstance are assessed on a case-by-case basis, based on interpretation of the investee companies’ relevant statements, to determine their allocation in accordance with the SORP to either the revenue account or capital reserves. Dividends which have clearly arisen out of the investee company’s reconstruction or reorganisation are usually considered to be capital in nature and allocated to capital reserves. Investee company dividends which appear to be paid in excess of current year profits will still be considered as revenue in nature unless evidence suggests otherwise. The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods. page 50 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Notes to the Financial Statements continued 1 Material Accounting Policies continued SEGMENTAL REPORTING The Board is of the view that the Company is engaged in a single segment of business, of investing in European quoted smaller companies, and that therefore the Company has only a single operating segment. PRESENTATION OF STATEMENT OF COMPREHENSIVE INCOME In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income. The net revenue return is the measure the Directors believe appropriate in assessing the Company’s compliance with certain requirements set out in Section 1158 of the Corporation Tax Act 2010. INCOME Dividends are recognised as income on the date that the related investments are marked ex-dividend. Dividends receivable on equity shares where no ex-dividend date is quoted are recognised when the Company’s right to receive payment is established. Special dividends are taken to the revenue or capital account depending on their nature. In deciding whether a dividend should be regarded as a capital or revenue receipt, the Board reviews all relevant information as to the reasons for the sources of the dividend on a case-by-case basis. Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of the cash dividend foregone is recognised as income. All other income is accounted for on a time apportioned basis. EXPENSES AND FINANCE COSTS All expenses and finance costs are accounted for on an accruals basis and are charged against revenue, except where incurred in connection with the maintenance or enhancement of the value of the Company’s assets and taking account of the expected long-term returns as follows: – finance costs payable are allocated 35% to revenue and 65% to capital. – investment management fees payable are allocated 35% to revenue and 65% to capital. TAXATION The tax expense represents the sum of the tax currently payable and movements in deferred tax. Tax payable is based on the taxable profit for the year and withholding tax payable. Taxable profit differs from profit before tax as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the Statement of Comprehensive Income is the ‘marginal basis’. Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital return column. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 51 1 Material Accounting Policies continued Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable to taxation on capital gains. INVESTMENTS The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis in accordance with the documented investment strategy and information is provided internally on that basis to the Company’s Board of Directors and other key management personnel. The investments held by the Company are designated by the Company as ‘at fair value through profit or loss’. All gains and losses are allocated to the capital return within the Statement of Comprehensive Income as ‘Gains or losses on investments held at fair value through profit or loss’. Also included within this heading are transaction costs in relation to the purchase or sale of investments. When a sale or purchase is made under a contract, the terms of which require delivery within the timeframe of the relevant market, the investments concerned are recognised or derecognised on the trade date. All investments are classified upon initial recognition as held at fair value through profit or loss, and are measured at subsequent reporting dates at fair value, which is the bid price or the last traded price depending on the convention of the exchange on which the investment is listed. The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of consideration received and receivable and the cumulative gain or loss that had been accumulated is recognised in profit or loss. All investments for which a fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy levels set out in Note 15. CASH AND CASH EQUIVALENTS Cash comprises bank balances and cash held by the Company. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. LOANS The loans are valued at amortised cost. Costs in relation to arranging the debt finance have been capitalised and are amortised over the term of the finance. Hence, amortised cost is the par value less the amortised cost of issue. The Euro loan is shown at amortised cost with the exchange difference on the principal amounts to be repaid reflected. Any gains or losses arising from changes in exchange rate between Euro and Sterling is included in the capital reserves and shown in the capital column of the Statement of Comprehensive Income. RESERVES Share Premium Account The following are included in this reserve: • premium on the issue of shares. • surplus arising on the sale of Ordinary shares from Treasury. • costs associated with the issue of equity. Capital Redemption Reserve The nominal value of Ordinary shares bought back for cancellation is added to this reserve. This reserve is non-distributable. page 52 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Notes to the Financial Statements continued 1 Material Accounting Policies continued Capital Reserve The following are included in this reserve: • gains and losses on the realisation of investments. • increases and decreases in the valuation of investments held at the year end. • exchange differences of a capital nature. • special dividends of a capital nature. • expenses and finance costs, together with the related taxation effect, charged in accordance with the above policies. • cost of purchasing Ordinary shares to be held in Treasury or cancelled. • proceeds from the issue of Ordinary shares held in Treasury equivalent to the weighted average cost of the repurchase. In addition, the Company’s Articles of Association permit it to distribute from the Capital Reserve any surplus arising from the realisation of its investments. Revenue Reserve The net profit arising in the revenue column of the Statement of Comprehensive Income is added to this reserve. Dividends paid during the year may be deducted from this reserve. FINANCIAL INSTRUMENTS Financial assets and financial liabilities are recognised on the Balance Sheet of the Company when the Company becomes a party to the contractual provisions of the instrument. The Company shall offset financial assets and financial liabilities if it has a legally enforceable right to set off the recognised amounts and intends to settle on a net basis. As at 31March 2024, no financial assets or financial liabilities had been offset (31March 2023: nil). FOREIGN CURRENCIES Monetary assets and liabilities expressed in foreign currencies are translated into Sterling at rates of exchange ruling at the balance sheet date. Non-monetary items expressed in foreign currencies held at fair value are translated into Sterling at rates of exchange ruling at the date the fair value is measured. Transactions in foreign currencies are converted to Sterling at the rate ruling at the date of the transaction. Exchange gains and losses are taken to the Statement of Comprehensive Income as a capital or revenue item depending on the nature of the underlying item. Exchange gains and losses on investments are included within ‘Gains/(losses) on investments held at fair value’ and are taken to the Capital Reserve. Exchange differences on other financial instruments are included in the Statement of Comprehensive Income as ‘Exchange gains/(losses)’. Rates of exchange (per Pound Sterling) 31March 2024 31March 2023 Change % Danish Krone 8.72 8.48 2.8% Euro 1.17 1.14 2.6% Norwegian Krone 13.65 12.95 5.4% Swedish Krona 13.44 12.82 4.8% Swiss Franc 1.14 1.13 0.9% Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 53 2 Income Year to 31March 2024 £’000 Year to 31March 2023 £’000 Investment income Overseas dividend income 4,582 4,078 Exchange (losses)/gains (6) 23 Investment income 4,576 4,101 Bank interest 100 16 Other income 16 13 Total other income 116 29 Total income 4,692 4,130 3 Management Expenses Year to 31March 2024 Year to 31March 2023 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Investment management fee 785 1,458 2,243 786 1,462 2,248 AIFM fee 18 32 50 18 32 50 803 1,490 2,293 804 1,494 2,298 Details of the management fee arrangements during the year are contained within the Directors’ Report on page24 and details of fees owed to the Manager at the Balance Sheet date are included in Note 11. 4 Other Expenses Year to 31March 2024 Year to 31March 2023 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Directors’ fees 106 – 106 101 – 101 Auditor’s remuneration for: – statutory audit 54 – 54 48 – 48 Secretarial and administration fees 173 – 173 162 – 162 Legal, professional and advisory fees 13 – 13 13 – 13 Custody and depositary fees 96 – 96 102 – 102 Credit facility commitment fee 43 – 43 35 – 35 Other 204 – 204 159 – 159 689 – 689 620 – 620 * The statutory audit for the year to 31 March 2024 is £54,340 (2023: £48,000) 5 Finance Costs Year to 31March 2024 Year to 31March 2023 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Interest payable on bank borrowings 134 248 382 84 156 240 6 Taxation Year to 31March 2024 Year to 31March 2023 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Overseas tax 376 – 376 538 – 538 page 54 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Notes to the Financial Statements continued 6 Taxation continued FACTORS AFFECTING TAX CHARGE FOR THE YEAR The corporation tax rate was 25% (2023: 19%). The tax charge for the year differs from the charge resulting from applying the standard rate of corporation tax in the UK for an investment trust company. The differences are explained below: Year to 31March 2024 £’000 Year to 31March 2023 £’000 Profit/(loss) on activities before taxation 15,006 (22,640) Corporation tax at standard rate of 25% (2023: 19%) 3,752 (4,302) Effect of: Non-taxable (gains)/losses on investments (3,386) 4,383 Movement in unutilised expenses 841 600 Non-taxable overseas income (1,173) (781) Bank interest – (3) Exchange (gains)/losses (34) 103 Overseas tax 376 538 Total tax charge for the year 376 538 As at 31March 2024, the Company had unutilised management expenses for taxation purposes of £34,320,000 (2023: £30,957,000). A deferred tax asset of £8,580,000 (2023: £7,739,000) has not been recognised on the unutilised expenses as it is unlikely that there will be suitable taxable profits from which the future reversal of the deferred tax could be deducted. 7 Dividends Year to 31March 2024 £’000 Year to 31March 2023 £’000 Final dividend for the year ended 31 March 2022 of 0.725p per share – 1,373 Interim dividend for the year ended 31 March 2023 of 0.200p per share – 379 Final dividend for the year ended 31 March 2023 of 0.725p per share 1,459 – Interim dividend for the year ended 31 March 2024 of 0.225p per share 426 – 1,885 1,752 Amounts relating to the year but not paid at the year end: Final dividend for the year ended 31 March 2023 of 0.770p per share – 1,459 Final dividend for the year ended 31 March 2024 of 0.9p per share 1,705 – 1,705 1,459 The Directors have proposed a final dividend in respect of the year ended 31March 2024 of 0.9p per share, payable on 16September 2024 to all shareholders on the register on 16August 2024. The final dividend is subject to approval by shareholders at the Annual General Meeting. The attributable revenue and the dividends paid and proposed for the purposes of the income retention test for Section 1158 of the Corporation Tax Act 2010, are set out below: Year to 31March 2024 £’000 Year to 31March 2023 £’000 Revenue attributable to equity shareholders 2,690 2,084 Interim dividend for the year ended 31 March 2023 of 0.200p per share – (379) Proposed final dividend for the year ended 31 March 2023 of 0.770p per share – (1,459) Interim dividend for the year ended 31 March 2024 of 0.225p per share (426) – Proposed final dividend for the year ended 31 March 2024 of 0.9p per share (1,705) – Net movement in revenue 560 246 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 55 8 Return per Share Year to 31March 2024 Year to 31March 2023 Revenue Capital Total Revenue Capital Total Basic 1.42p 6.30p 7.72p 1.10p (13.34p) (12.24p) Basic total return per Ordinary share is based on the total comprehensive gain for the financial year of £14,630,000 (2023: loss of £23,178,000) and on 189,427,600 (2023: 189,427,600) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year. Basic revenue return per Ordinary share is based on the net revenue return on ordinary activities after taxation of £2,690,000 (2023: £2,084,000), and on 189,427,600 (2023: 189,427,600) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year. Basic capital return per Ordinary share is based on the net capital gain for the financial year of £11,940,000 (2023: loss of £25,262,000), and on 189,427,600 (2023: 189,427,600) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year. 9 Investments held at Fair Value Through Profit or Loss Year to 31March 2024 £’000 Year to 31March 2023 £’000 Opening cost 193,796 196,337 Holding gains 116,512 143,451 Opening fair value 310,308 339,788 Purchases at cost 43,002 32,076 Sales – proceeds (45,177) (38,486) – gains on sales 1,732 3,869 Holding gains/(losses) 11,811 (26,939) Closing fair value 321,676 310,308 Closing cost 193,353 193,796 Holding gains 128,323 116,512 Closing valuation 321,676 310,308 Net gains on the realisation of investments during the year represents the difference between the net proceeds of sale and the book cost of investments sold. TRANSACTION COSTS The Company incurred transaction costs on the purchase of investments of £29,000 and sale of investments of £18,000 (2023: £24,000 on purchases and £24,000 on sales). Year to 31March 2024 £’000 Year to 31March 2023 £’000 Gains on sales 1,732 3,869 Increase/(decrease) in holding gains 11,811 (26,939) Gains/(losses) on investments 13,543 (23,070) page 56 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Notes to the Financial Statements continued 10 Current Assets TRADE AND OTHER RECEIVABLES 31March 2024 £’000 31March 2023 £’000 Prepayments and accrued income 221 345 Overseas tax recoverable 664 535 885 880 The carrying value of the balances above approximates to fair value. There are no amounts which are past due at the year end (2023: £nil). CASH AND CASH EQUIVALENTS These comprise bank balances and cash held by the Company. The carrying amount of these assets approximates to their fair value. 31March 2024 £’000 31March 2023 £’000 Cash at bank and on hand 242 3,225 11 Current Liabilities 31March 2024 £’000 31March 2023 £’000 Trade and other payables: Investment management and AIFM fee 595 407 Due to broker – 739 Other creditors 159 114 754 1,260 31March 2024 £’000 31March 2023 £’000 Revolving credit facility: Revolving credit facility 856 4,391 856 4,391 The Company’s €15 million five year secured revolving credit facility with ING Bank N.V. (“ING”) matured on 13 September 2023. The Company entered into a new three year secured revolving credit facility which will mature on 13 September 2026. Drawdowns from the facility are charged at margin over the relevant EURIBOR rate. As at 31 March 2024, €1 million (£856,000) of the facility was drawn (2023: €5million (£4,391,000)), at a rate of 5.68%, with €14million available to be drawn (31March 2023: €10million). Once drawn, the facility will be measured at amortised cost and revalued for exchange rate movements. Any gain or loss arising from changes in exchange rates is included in the capital reserve and shown in the capital column of the Statement of Comprehensive Income. Interest costs are charged to capital and revenue in accordance with the Company’s accounting policies. The carrying value of the balances above approximates to fair value. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 57 12 Interest-Bearing Bank Loans 31March 2024 £’000 31March 2023 £’000 Opening balance 8,787 8,434 Set up Cost (98) – Amortisation of set-up costs 22 10 Non-cash foreign currency movements (238) 343 8,473 8,787 The Company’s fixed rate loan facilities totaling €10 million matured on 13 September 2023. The Company refinanced €10 million by entering into a three year secured loan at a fixed rate of 5.105% per annum (previously 1.33%) with ING. This loan will mature on 13 September 2026. The Company also has a €15million five year secured revolving credit facility with ING which will also mature on 13September 2026. Under the bank covenants relating to the loans, the Company is to ensure that at all times the total borrowings of the Company do not exceed 35% of the Adjusted Net Asset Value (as defined in the loan agreements) and that the Adjusted Net Asset Value does not fall below £45million (2023: £45million). The Company met all covenant conditions during the year. The carrying value of the balances above approximates to fair value. 13 Called-up Share Capital Listed Held in Treasury In Issue Number £’000 Number £’000 Number £’000 Allotted, issued and fully paid: Ordinary shares of 5p each Balance at 1 April 2023 189,427,600 9,471 – – 189,427,600 9,471 Balance at 31 March 2024 189,427,600 9,471 – – 189,427,600 9,471 CAPITAL MANAGEMENT The Company’s capital is represented by the issued Share Capital, Share Premium Account, Capital Redemption Reserve, Capital Reserve, Revenue Reserve and external debt financing. As at the year end this balance stood at £322,049,000 (2023: £313,153,000). Details of the movement through each reserve are shown in the Statement of Changes in Equity. The Company is not subject to any externally imposed capital requirements other than those associated with the loan finance. The Company’s capital is managed in accordance with its Investment Policy, in pursuit of its Investment Objective, both of which are detailed in the Business Model and Strategy on pages 14 and 15. The Company’s capital structure is also explained in the Directors’ Report on pages26 and 27. 14 Net Asset Value per Share Net asset value per share As at 31March Net asset value As at 31March 2024 p 2023 p 2024 £’000 2023 £’000 NAV per Ordinary share 165.1 158.4 312,720 299,975 The NAV per share is based on net assets at the year end and on 189,427,600 (2023: 189,427,600) Ordinary shares, being the number of Ordinary shares in issue at the year end, excluding those shares bought back and held in Treasury. 15 Financial Instruments The Company’s financial instruments comprise its investment portfolio, cash balances, bank loans, and debtors and creditors that arise directly from its operations. As an investment trust the Company holds a portfolio of financial assets in pursuit of its investment objective. The Company makes use of borrowings, as detailed in Notes 11 and 12 and the Chairman’s Statement, to achieve improved performance in rising markets. The Company’s principal risks are described in the Business Model and Strategy on pages14 and 15. page 58 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Notes to the Financial Statements continued 15 Financial Instruments continued Financial risks arising from the Company’s financial instruments are: (i) market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rate or currency rate movements; (ii) interest rate risk, being the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates; (iii) foreign currency risk, being the risk that the value of investment holdings, investment purchases, investment sales, bank loans and accrued income will fluctuate because of movements in currency rates; (iv) credit risk, being the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company; and (v) liquidity risk, being the risk that the Company may not be able to liquidate quickly its investments to meet obligations associated with its financial liabilities. FAIR VALUE HIERARCHY The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements. Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant assets as follows: • Level 1 – valued using quoted prices unadjusted in active markets for identical assets or liabilities. • Level 2 – valued by reference to valuation techniques using observable inputs for the asset or liability other than quoted prices included within Level 1. • Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data for the asset or liability. The tables below set out fair value measurements of financial instruments as at the year end, by the level in the fair value hierarchy into which the fair value measurement is categorised. The Company held the following categories of financial instruments all of which are included fair value or amortised cost with is an approximation of fair value as at 31March 2024: Level 1 £’000 Level 2 £’000 Level 3 £’000 2024 Total £’000 Level 1 £’000 Level 2 £’000 Level 3 £’000 2023 Total £’000 Financial instruments Investments 321,676 – – 321,676 310,308 – – 310,308 Interest-bearing bank loan – (8,549) – (8,549) – (8,787) – (8,787) Revolving credit facility – (856) – (856) – (4,391) – (4,391) There were no transfers between levels in the fair value hierarchy in the year ended 31March 2024 (2023: none). Cash balances of £242,000 (2023: £3,225,000), debtors of £221,000 (2023: £345,000) and creditors of £754,000 (2023: £1,260,000) are considered financial instruments. 16 Market Price Risk Market price risk (i.e. changes in market prices other than those arising from currency risk or interest rate risk) may affect the value of investments. The Board manages the risks inherent in the investment portfolio by ensuring full and timely reporting of relevant information from the Manager. Investment performance and exposure are reviewed at each Board meeting. The maximum exposure to market price risk is the fair value of investments of £321,676,000 (2023: £310,308,000). If the investment portfolio valuation fell by 10% from the amount detailed in the financial statements as at 31March 2024, it would have the effect, with all other variables held constant, of reducing the net capital return before taxation by £32,167,000 (2023: £31,031,000). An increase of 10% in the investment portfolio valuation would have an equal and opposite effect on the net capital return before taxation. The analysis is based on closing balances only and is not representative of the year as a whole. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 59 17 Interest Rate Risk FIXED RATE The Company has a €10million fully drawn fixed rate term loan with ING, with a Sterling equivalent of £8,473,000 as at 31March 2024, at a rate of interest of 5.105% per annum. An interest rate sensitivity analysis has not been performed as the Company has borrowed at a fixed rate of interest. FLOATING RATE The Company has a €15million revolving credit facility term with ING of which €1million was drawn, with a Sterling equivalent of £856,000 as at 31March 2024, at a rate of interest of 5.68% per annum. When the Company retains cash balances, the cash is primarily held in accounts at the custodian. Interest received or paid on cash balances and bank overdrafts is at market rates and is monitored and reviewed by the Manager and the Board. As at 31March 2024, the cash position of the Company was £242,000 (2023: £3,225,000). If interest rates had increased by 1.0%, the impact on the profit or loss and the NAV would have been negative £6,000 (2023: negative £11,000). If interest rates had decreased by 1.0%, the impact on the profit or loss and the NAV would have been positive £6,000 (2023: positive £11,000). The calculations are based on the floating rate balances as at the respective balance sheet dates. 18 Foreign Currency Risk The Company invests in overseas securities and holds foreign currency cash balances and foreign currency borrowings which give rise to currency risks. It is not the Company’s policy to hedge this risk. Foreign currency exposure: As at 31March 2024 Investments £’000 Trade and other receivables £’000 Cash £’000 Trade and other payables £’000 Revolving credit facility £’000 Interest- bearing bank loan £’000 Net exposure £’000 Danish Krone 6,251 60 – – – – 6,311 Euro 176,388 243 192 – (855) (8,549) 167,415 Norwegian Krone 20,223 27 – – – – 20,250 Swedish Krona 78,642 18 – – – – 78,660 Swiss Franc 40,172 317 – – – – 40,489 Total 321,676 665 192 – (855) (8,549) 313,125 As at 31March 2023 Investments £’000 Trade and other receivables £’000 Cash £’000 Trade and other payables £’000 Revolving credit facility £’000 Interest- bearing bank loan £’000 Net exposure £’000 Danish Krone 14,285 59 – – – – 14,344 Euro 160,976 224 2,884 – (4,391) (8,787) 150,906 Norwegian Krone 22,139 27 – – – – 22,166 Swedish Krona 74,986 131 – – – – 75,117 Swiss Franc 37,922 285 90 739 – – 39,036 Total 310,308 726 2,974 739 (4,391) (8,787) 301,569 * Par value excluding amortised Costs If the value of Sterling had weakened by 5% (2023: 5%) against each of the currencies in the portfolio, the impact on the profit or loss and the NAV would have been positive £16,084,000 (2023: positive £15,870,000). If the value of Sterling had strengthened by 5% (2023: 5%) against each of the currencies in the portfolio, the impact on the profit or loss and the NAV would have been negative £16,084,000 (2023: negative £14,358,000). These calculations are based on the foreign currency exposure balances as at the respective balance sheet dates. page 60 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Notes to the Financial Statements continued 19 Credit Risk Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company has in place a monitoring procedure in respect of counterparty risk which is reviewed on an ongoing basis. The carrying amounts of financial assets best represent the maximum credit risk exposure at the balance sheet date. The Company had the following categories of financial assets exposed to credit risk as at 31March: 2024 £’000 2023 £’000 Cash and cash equivalents 242 3,225 Due from brokers and accrued income 90 192 332 3,417 Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered to be small due to the short settlement period involved and the financial stability and credit quality of the brokers used, which are monitored on an ongoing basis by the Manager. The Manager also monitors the quality of service provided by the brokers used to further mitigate this risk. There were no significant concentrations of credit risk to counterparties at 31March 2024 or 31March 2023. No individual investment exceeded 5.0% of the investment portfolio at 31March 2024 (2023: 5.0%). A significant majority of the assets of the Company, including those that are traded on a recognised exchange, are held in segregated accounts on behalf of the Company by The Bank of New York Mellon SA/NV (London Branch), the Company’s custodian. Bankruptcy or insolvency of this or other custodians may cause the Company’s rights with respect to securities held by the custodians to be delayed. The Board monitors the Company’s risk by reviewing the custodian’s internal control reports. 20 Liquidity Risk The Company does not hold unlisted securities (2023: £nil). The Company’s listed securities are considered to be readily realisable. However, as with all smaller company investment trusts, there are times when the liquidity of the underlying portfolio is poor, such as when smaller companies are out of favour or during periods of adverse economic conditions. The Manager focuses on smaller companies where the opportunities may be more attractive but this can decrease overall underlying liquidity. This may result in the Manager being unable to buy or sell individual holdings within the portfolio. The Manager constantly reviews the underlying liquidity of the portfolio and deals with a wide range of brokers to enhance its ability to execute transactions and minimise liquidity risk. The Company’s overall exposure to liquidity risks is monitored on a regular basis by the Board. Liquidity risk is mitigated as the Company maintains sufficient cash to pay accounts payable and accrued expenses. As at 31March 2024, the cash position of the Company was £242,000 (2023: £3,225,000) and the Company has undrawn bank facilities of £12,199,000 (2023: £8,748,000). Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 61 20 Liquidity Risk continued CONTRACTUAL MATURITY ANALYSIS FOR FINANCIAL LIABILITIES Contractual maturities of the financial liabilities at the year end at undiscounted amounts, based on the earliest date on which payment can be required, are as follows: As at 31March 2024 Within one month £’000 Between one and three months £’000 Between three and twelve months £’000 Between one and five years £’000 Total £’000 Liabilities: Other creditors 754 – – – 754 Revolving credit facility 856 – – – 856 Loan and loan interest – – – 8,314 8,314 Total liabilities 1,610 – – 8,314 9,924 As at 31March 2023 Within one month £’000 Between one and three months £’000 Between three and twelve months £’000 Between one and five years £’000 Total £’000 Liabilities: Other creditors 1,163 97 – – 1,260 Revolving credit facility 4,405 – – – 4,405 Loan and loan interest – – 8,847 – 8,847 Total liabilities 5,568 97 8,847 – 14,512 21 Related Parties and Transactions with the Manager The following are considered related parties: the Board of Directors. The Directors of the Company received fees for their services and dividends from their shareholdings in the Company. Further details are provided in the Directors’ Remuneration Report on pages34 to 36. Transactions between the Company and the Manager are detailed in Note 3 on management fees and Note 11 on fees owed to the Manager at the balance sheet date. The existence of an independent Board of Directors demonstrates that the Company is free to pursue its own financial and operating policies and therefore, under the AIC SORP, the Manager is not considered to be a related party. page 62 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Alternative Investment Fund Managers (“AIFM”) Directive (“AIFMD”) In accordance with the AIFMD, information in relation to the Company’s leverage (as defined on page64). and the remuneration of the Company’s AIFM, Montanaro Asset Management Limited, is required to be made available to investors. Detailed regulatory disclosures including those on the AIFM’s remuneration policy are available on the Company’s website or from Montanaro Asset Management Limited on request. The Company’s maximum and actual leverage levels at 31March 2024 are shown below: Leverage exposure Gross method Commitment method Maximum limit 200% 200% Actual 102.95% 102.96% For the purposes of the AIFMD, leverage is any method which increases the Company’s exposure, including the borrowing of cash and the use of derivatives. It is expressed as a percentage of Company’s exposure to its NAV and is calculated on both a gross and commitment method. Under the gross method, exposure represents the sum of the Company’s positions after deduction of cash and cash equivalents, without taking account of any hedging or netting arrangements. Under the commitment method, exposure is calculated without the deduction of cash and cash equivalents and after certain hedging and netting positions are offset against each other. The leverage limits are set by the AIFM and approved by the Board. The AIFM is also required to comply with the gearing parameters set by the Board in relation to borrowings. Detailed regulatory disclosures to investors in accordance with the AIFMD are contained on the AIFM’s website. AIFMD Disclosures (Unaudited) Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 63 Alternative Performance Measures (“APMs”) The Company uses the following APMs: Dividends per Ordinary share Total dividends paid to shareholders in respect of the year ended 31 March 2024, comprising the interim dividend, paid on 26 January 2024 of 0.225p and the final dividend, paid on 16 September 2024 of 0.9p. Premium/(discount) If the share price of an investment trust is less than its NAV per share, the shares are trading at a discount. If the share price is greater than the Net Asset Value per share, the shares are trading at a premium. As at 31March 2024, the NAV per share was 165.1p (2023: 158.4p) and the share price was 142.5p (2023: 137.6p). The discount is therefore calculated at 13.7% (2023: discount 13.1%). Net Gearing Employed Unlike open-ended investment companies, investment trusts have the ability to borrow to invest. This term is used to describe the level of borrowings that an investment trust has undertaken, and is stated as a percentage of shareholders’ funds. The higher the level of borrowings, the higher the gearing ratio. Net gearing is calculated as total debt, net of cash and cash equivalents, as a percentage of the total shareholders’ funds. As at 31March 2024, interest bearing bank loans and revolving credit facility were £9,329,000, (2023: £13,178,000) cash and cash equivalents were £242,000 (2023: £3,225,000) and net assets were £312,720,000 (2023: £299,975,000). As at 31March 2024, gearing is therefore equal to 2.9% (2023: 3.3%). Ongoing Charges (expressed as a percentage) All operating costs expected to be incurred in the future and that are payable by the Company expressed as a proportion of the average net assets of the Company over the reporting year. The costs of buying and selling investments are excluded, as are interest costs, taxation, non-recurring costs and the costs of buying back or issuing Ordinary shares. Ongoing charges calculation For the year ended 31March 2024 £’000 For the year ended 31March 2023 £’000 Total expenditure (a) 2,982 2,917 Average Monthly net asset (b) 286,505 279,739 Ongoing Charges (c=a/b) (c) 1.0% 1.0% Portfolio turnover Calculated using total sales proceeds as a percentage of the average monthly net assets during the year. For the year ended 31March 2024 For the year ended 31March 2023 Average net assets (£’000) (a) 286,505 279,739 Sales (£’000) (b) 45,177 38,486 Portfolio turnover (b)/(a) 16% 14% page 64 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Capital Return – NAV and Share Price Returns Capital returns measure the effect of any rise or fall in the share price or NAV, excluding any dividends paid. NAV Capital Return calculation as at 31March 2024 NAV per share as at 31 March 2024 165.10p (a) NAV per share as at 31 March 2023 158.40p (b) NAV Capital Return 4.2% ((a-b)/b) Share Price Capital Return calculation as at 31March 2024 Share price as at 31 March 2024 142.50p (a) Share price as at 31 March 2023 137.60p (b) Share Price Capital Return 3.6% ((a-b)/b) Total Return – NAV and Share Price Returns Total returns measure the effect of any rise or fall in the share price or NAV, plus dividends paid which are reinvested at the prevailing NAV or share price on the ex-dividend date. NAV Total Return calculation as at 31March 2024 NAV per share as at 31 March 2024 165.10p (c) NAV per share as at 31 March 2023 158.40p (d) Dividend adjustment factor (+1) 1.0067 (a) Pre-Dividend Reinvestment Factor 1.0423 (b)(b=c/d) NAV Total Return 4.9% ((ab)-1) (a) Dividend Adjustment Factor Dividend PPS Dividend XD date NAV at Dividend XD date NAV Multiplier Interim dividend 0.225 1 Dec 2023 144.10p 0.0016 Final dividend 0.77 11 Aug 2023 151.50p 0.0051 0.0067 Share price Total Return calculation as at 31March 2024 Share price as at 31 March 2024 142.50p (c) Share price as at 31 March 2023 137.60p (d) Dividend adjustment factor (+1) 1.0076 (a) Pre-Dividend Reinvestment Factor 1.0356 (b)(b=c/d) Share Price Total Return 4.3% ((ab)-1) (a) Dividend Adjustment Factor Dividend PPS Dividend XD date Share price at Dividend XD date NAV Multiplier Interim dividend 0.225 1 Dec 2023 123.00p 0.0018 Final dividend 0.77 11 Aug 2023 132.30p 0.0058 0.0076 Alternative Performance Measures (“APMs”) continued Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 65 Glossary of Terms Alternative Investment Fund Managers Directive (“AIFMD”) Issued by the European Parliament in 2012 and 2013, the Directive requires that all investment vehicles in the European Union, including investment trusts, must, with effect from 22July 2014, appoint a Depositary and an Alternative Investment Fund Manager (“AIFM”). The board of directors of an investment trust, nevertheless, remains fully responsible for all aspects of the Company’s strategy, operations and compliance with regulations. Association of Investment Companies (“AIC”) The Association of Investment Companies is the trade body for Closed-end Investment Companies (www.theaic.co.uk). Benchmark This is a measure against which an investment trust’s performance is compared. The benchmark of the Company is the MSCI Europe ex-UK SmallCap Index (capital return in Sterling terms). The index averages the performance of a defined selection of companies listed in European smaller company stock markets and gives an indication of how those markets have performed in any period. Closed-end Investment Company A company, including an investment trust, with a fixed issued ordinary share capital which is traded on an exchange at a price not necessarily related to the NAV of the company and where shares can only be issued or bought back by the company in certain circumstances. This contrasts with an open-ended investment company, which has units not traded on an exchange but issued or bought back from investors at a price directly related to the NAV. Custodian A specialised financial institution responsible for safeguarding, worldwide, the listed securities and certain cash assets of the Company, as well as the income arising therefrom, through provision of custodial, settlement and associated services. The Company’s Custodian is The Bank of New York Mellon SA/NV (London Branch). Depositary Under the AIFMD rules applying from 22July 2014, the Company must appoint a Depositary, whose duties in respect of investments, cash and similar assets include: safekeeping; verification of ownership and valuation; and cash monitoring. The Depositary has strict liability for loss of any investments or other assets where it has safekeeping duties. The Depositary’s oversight duties include, but are not limited to, oversight of share buybacks, dividend payments and adherence to investment limits. The Company’s Depositary is The Bank of New York Mellon (International) Limited. Dividend The income from an investment. Some investment trusts pay dividends on a quarterly or monthly basis. The Company currently pays dividends twice a year. Gearing Gearing is calculated as total liabilities less current assets divided by net assets. International Accounting Standards International Accounting Standards in conformity with the requirements of the Companies act 2006. Investment Manager The Company’s investment manager is Montanaro Asset Management Limited. The responsibilities and remuneration of the Manager are set out in the Business Model and Strategy on page15 and in the Directors’ Report on page24. Investment Trust A Closed-end investment company which satisfies the requirements of Section 1158 of the Corporation Tax Act 2010. Companies which meet these criteria are exempt from having to pay tax on the capital gains they realise from sales of the investments within their portfolios. page 66 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Leverage As defined under the AIFMD rules, leverage is any method by which the exposure of an AIF is increased through borrowing of cash or securities or leverage embedded in derivative positions. Leverage is broadly equivalent to gearing, but is expressed as a ratio between the assets (excluding borrowings) and the net assets (after taking account of borrowings). Under the gross method, exposure represents the sum of the Company’s positions after deduction of cash and cash equivalents, without taking account of any hedging or netting arrangements. Under the commitment method, exposure is calculated without the deduction of cash and cash equivalents and after certain hedging and netting positions are offset against each other. Marked to Market Accounting for the fair value of an asset or liability that can change over time and reflects its current market value rather than its book cost. Market Capitalisation The stock market value of a company as determined by multiplying the number of shares in issue, excluding those shares held in Treasury, by the market price of the shares. Net Assets (or Shareholders’ Funds) This is calculated as the value of the investments and other assets of an investment trust, plus cash and debtors, less borrowings and any other creditors. It represents the underlying value of an investment trust at a point in time. Net Asset Value (“NAV”) per Ordinary share This is calculated as the net assets of an investment trust divided by the number of Ordinary shares in issue, excluding those shares held in treasury. Ordinary shares The main type of equity capital issued by conventional investment trusts. Shareholders are entitled to their share of both income, in the form of dividends paid by the investment trust, and any capital growth. The Company has only Ordinary shares in issue. Share Price The value of a share at a point in time as quoted on a stock exchange. The shares of The Company are quoted on the Main Market of the London Stock Exchange. Statement of Recommended Practice (“SORP”) Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” issued by the AIC. Total Assets This is calculated as the value of the investments and other assets of an investment trust, plus cash and debtors. Glossary of Terms continued Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 67 Shareholder Information Source of Further Information Your Board is committed to shareholder engagement. To receive regular email news and updates about the Company please visit: www.montanaro.co.uk/trust/mesct. Useful information on the Company, such as investor updates and half year and annual reports can also be found on the website. Key Dates 31March 2024 Company year end 5September 2024 Annual General Meeting 16September 2024 Payment of final dividend November 2024 Interim results announced January 2025 Payment of expected interim dividend Dividends Shareholders who wish to have dividends paid directly into a bank account rather than by cheque to their registered address can complete a Mandate Form for this purpose. Mandates can be obtained from Equiniti Limited on request at the address shown on page77. Non-Mainstream Pooled Investment (“NMPI”) Status The Company currently conducts its affairs so that the shares it issues can be recommended by financial advisers to retail investors in accordance with the FCA’s rules in relation to non-mainstream investment products. It is intended to continue to do so for the foreseeable future. The Company’s securities are excluded from the FCA’s restrictions which apply to non-mainstream investment products because they are securities in a UK listed investment trust. Registrar Enquiries The register for the Ordinary shares is maintained by Equiniti Limited. In the event of queries regarding your holding, please contact the registrar. You can contact the registrar by calling +44 (0)371 384 2030. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales. Or alternatively you may contact the registrar at [email protected]. Share Price and NAV The Company’s Ordinary shares are listed on the main market of the London Stock Exchange. The market price of these shares can be found in the London Stock Exchange Daily Official List. The Company’s NAV is published daily and released through the London Stock Exchange’s Regulatory News Service and is available on the Company’s website. Common Reporting Standard Under the Common Reporting Standard financial institutions, including investment trust companies, are required to provide personal information to HMRC on investors who meet certain criteria set out in the legislation. On an annual basis, the Company will provide information to the local tax authority on the tax residencies of non-UK based certificated shareholders and corporate entities. The local tax authority may exchange this information with the tax authorities of another country or countries in which the shareholder may be a tax resident, where those countries, or the tax authorities in those countries, have entered into agreements to exchange financial account information. New shareholders, excluding those whose shares are held in CREST, entered on the Company’s share register, will be sent a certification form for the purposes of collecting this information. Share Dealing Investors wishing to purchase more shares in the Company or to sell all or part of their existing holding may do so through their financial adviser, stockbroker or, if financial advice is not required, through a fund supermarket or any other execution-only platform. Further information can be found at: www.montanaro.co.uk/trust/mesct. page 68 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Data Protection The Company is committed to protecting and respecting the confidentiality, integrity and security of the personal data it holds. For information on the processing of personal data, please see the privacy policy on the website at www.montanaro.co.uk. Nominee Code Where shares are held in a nominee company name, the Company undertakes: • to provide the nominee company with multiple copies of shareholder communications, so long as an indication of quantities has been provided in advance; • to allow investors holding shares through a nominee company to attend general meetings, provided the correct authority from the nominee company is available; and • nominee companies are encouraged to provide the necessary authority to underlying shareholders to attend the Company’s general meetings. AIC The Company is a member of the Association of Investment Companies. Stocks and Shares Individual Savings Accounts (“ISA”) ISAs are a tax-efficient method of investment and the Company’s shares are eligible investments for inclusion in an ISA. Packaged Retail and Insurance-Based Investment Products (“PRIIPS”) Regulation (the “Regulation”) Shares issued by investment trusts fall within the scope of the European Union’s PRIIPs Regulation. Investors should be aware that the PRIIPs Regulation requires the AIFM, as PRIIPs manufacturer, to prepare a key information document (“KID”) in respect of the Company. This KID must be made available, free of charge, to EEA retail investors prior to them making any investment decision. The Company is not responsible for the information contained in the KID and investors should note that the procedures for calculating the risks, costs and potential returns are prescribed by law. The figures in the KID may not reflect the expected returns for the Company and anticipated performance returns cannot be guaranteed. The PRIIPs KID in respect of the Company can be found at: www.montanaro.co.uk/trust/mesct Warning to Shareholders – Beware of Share Fraud Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. If you receive unsolicited investment advice or requests: • Check the Financial Services Register at www.fca.org.uk to see if the person or firm contacting you is authorised by the Financial Conduct Authority (“FCA”). • Call the FCA on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date. • Search the list of unauthorised firms to avoid at www.fca.org.uk/scams. • Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme. • Think about getting independent financial and professional advice. If you are approached by fraudsters please tell the FCA by using the share fraud reporting form at www.fca.org.uk/scams where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768. If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040. Shareholder Information continued Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 69 Notice of Annual General Meeting THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about any aspect of the proposals referred to in this document or about the action which you should take, you should seek your own advice immediately from a stockbroker, solicitor, accountant or other independent professional adviser. If you have sold or otherwise transferred all of your shares, please pass this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares. Notice is hereby given that the Annual General Meeting of Montanaro European Smaller Companies Trust plc (the “Company”) will be held at Montanaro Asset Management, 53 Threadneedle Street, London, EC2R 8AR, on Thursday, 5September 2024 at 11.00am for the purposes of considering and, if thought fit, passing the following Resolutions, of which Resolutions 1 to 9 will be proposed as Ordinary Resolutions and Resolutions 10 and 11 will be proposed as Special Resolutions. ORDINARY RESOLUTIONS RESOLUTION 1 – ANNUAL REPORT AND ACCOUNTS That the Annual Report and Accounts of the Company for the year ended 31March 2024 be received. RESOLUTION 2 – ANNUAL REPORT ON DIRECTORS’ REMUNERATION That the Annual Report on Directors’ Remuneration for the year ended 31March 2024 be approved. RESOLUTION 3 – FINAL DIVIDEND That a final dividend of 0.9p per Ordinary share be declared. RESOLUTION 4 – RE-ELECTION OF DIRECTOR That Mr R M Curling, who retires annually, be re-elected as a Director. RESOLUTION 5 – RE-ELECTION OF DIRECTOR That Ms C A Roxburgh, who retires annually, be re-elected as a Director. RESOLUTION 6 – RE-ELECTION OF DIRECTOR That Mr G Neilly, who retires annually, be re-elected as a Director. RESOLUTION 7 – RE-APPOINTMENT OF AUDITORS That PricewaterhouseCoopers LLP be re-appointed as the Company’s Auditors, to hold office from the conclusion of this Meeting until the conclusion of the next general meeting at which accounts are laid before the Company. RESOLUTION 8 – AUDITOR’S REMUNERATION That the Directors be authorised to determine the Auditor’s remuneration. page 70 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 RESOLUTION 9 – AUTHORITY TO ALLOT SHARES That, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Board of Directors of the Company (the “Board”) be and is hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 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 up to an aggregate nominal amount of £947,138, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, on 30September 2025 save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Board may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. The Directors will use this authority when it is in the best interests of the Company to issue Ordinary shares for cash and will only issue new shares at a price representing a premium to the NAV per share at the time of issuance. SPECIAL RESOLUTIONS RESOLUTION 10 – AUTHORITY TO ALLOT SHARES OTHER THAN ON A PRE-EMPTIVE BASIS That, subject to the passing of Resolution 9 and in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Board of Directors of the Company (the “Board”) be and is 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 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, Ordinary shares of 5pence each in the capital of the Company (“Ordinary shares”)) wholly for cash either pursuant to the authority conferred on them by such Resolution 9 or by way of a sale of Treasury shares (within the meaning of section 560(3) of the Act) as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities and the sale of Treasury shares: (i) in connection with a rights issue, open offer or other pre-emptive offer in favour of the holders of Ordinary shares who are on the register of members on a date fixed by the Board where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary shares held by them on that date (subject to such exclusions or other arrangements in connection with the rights issue, open offer or other offer as the Board deem necessary or expedient to deal with shares held in Treasury, fractional entitlements to equity securities and to deal with any legal or practical problems or issues arising in any overseas territory or under the requirements of any regulatory body or stock exchange); and (ii) otherwise than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount of £947,138, and shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, on 30September 2025 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 Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. This power shall authorise the Board to issue equity securities at such issue price as the Board may determine (including, without limitation, where equity securities are being issued from Treasury at a price below the net asset value per Ordinary share of the Company at the time of the relevant issue). Notice of Annual General Meeting continued Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 71 RESOLUTION 11 – AUTHORITY TO BUYBACK SHARES That, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the “Act”) to make one or more market purchases (as defined in section 693(4) of the Act) of ordinary shares of 5pence each in the capital of the Company (“Ordinary shares”) on such terms and in such manner as the Board of Directors may determine provided that: (i) the maximum aggregate number of Ordinary shares which may be purchased is 28,395,197 (or if less, 14.99% of the number of Ordinary shares in issue (excluding Treasury shares) immediately prior to the passing of this resolution); (ii) the minimum price which may be paid for an Ordinary share is 5pence (exclusive of associated expenses); (iii) the maximum price which may be paid for an Ordinary share (exclusive of associated expenses) is the higher of: (a) 105per cent of the average of the market value of an Ordinary share for the five business days immediately preceding the day on which the Ordinary share is purchased; and (b) the value of an Ordinary share calculated on the basis of the higher price quoted for (i) the last independent trade of; and (ii) the highest current independent bid for any number of Ordinary shares on the trading venue where the purchase is carried out; and (iv) unless previously renewed, varied or revoked, this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, on 30September 2025 save that the Company may before such expiry enter into a contract to purchase Ordinary shares which will or may be completed wholly or partly after such expiry and a purchase of Ordinary shares may be made pursuant to any such contract. By order of the Board JUNIPER PARTNERS LIMITED Company Secretary 20 June 2024 Registered office: 28 Walker Street Edinburgh EH3 7HR page 72 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Notice of Annual General Meeting continued Explanation of Notice of Annual General Meeting Resolution 1 – To receive the Annual Report and Financial Statements The Directors are required to present the financial statements, Strategic Report, Directors’ Report and Auditor’s Report to the meeting. These are contained in the Company’s Annual Report and Accounts for the year ended 31March 2024 (the “Annual Report”). A resolution to receive the financial statements, together with the Strategic Report, Directors’ Report and the Auditor’s Report on those accounts is included as an ordinary resolution. Resolution 2 – Remuneration Report An advisory resolution to approve the Directors’ Remuneration Report (set out in the Annual Report) is included. Resolution 3 – Final dividend The Board proposes a final dividend of 0.9pence per share in respect of the year ended 31March 2024. If approved, the recommended final dividend will be paid on 16September 2024 to all ordinary shareholders who are on the register of members on 16August 2024. The shares will be marked ex dividend on 15August 2024. Resolutions 4 to 6 – Re-election of Directors In line with the recommendations of the 2019 AIC Corporate Governance Code, all Directors of the Company are required to retire and offer themselves for re-election at each AGM. In accordance with this requirement, Mr Curling, Ms Roxburgh and MrNeilly will retire and offer themselves for re-election as Directors. All of the Directors seeking re-election are recommended by the Board for re-election. Full biographies of all of the Directors are set out in the Annual Report on page23 and are also available for viewing on the Company’s website https://montanaro.co.uk/ trust/montanaro-european-smaller-companies-trust/. The Nomination Committee considered the Directors’ performance and recommended their re election and the Board agrees that it is in the best interests of shareholders that each of the Directors be re-elected. Resolutions 7 and 8 – Re-appointment and remuneration of Auditor At each meeting at which the Company’s financial statements are presented to its members, the Company is required to appoint an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit Committee, recommends the re-appointment of PricewaterhouseCoopers LLP as Auditor to the Company. The Auditor’s re-appointment will be proposed to the AGM as Resolution 7. Resolution 8 authorises the Directors to fix the Auditor’s remuneration. Resolution 9 – Authority to allot ordinary shares Resolution 9 authorises the Board to allot Ordinary shares generally and unconditionally in accordance with Section 551 of the Companies Act 2006 (the “Act”) up to an aggregate nominal value of £947,138, representing approximately 10% of the issued Ordinary share capital at the date of the Notice, excluding shares held in Treasury. This authority shall expire at the nextAGM. Resolution 10 – Authority to disapply pre-emption rights Resolution 10 is a special resolution which is being proposed to authorise the Directors to disapply the pre-emption rights of existing Shareholders in relation to issues of Ordinary shares under Resolution 9 (being in respect of Ordinary shares up to an aggregate nominal value of £947,138, representing approximately 10% of the Company’s issued Ordinary share capital, excluding Treasury shares, as at the date of the Notice). This authority shall expire at the next AGM. The Directors will only allot new shares pursuant to the authorities proposed to be conferred by Resolutions 9 and 10 if they believe it is advantageous to the Company’s shareholders to do so. The Board’s policy regarding the issue of shares from Treasury is described on page27. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 73 Resolution 11 – Purchase of own shares Resolution 11 is a special resolution which will grant the Company authority to make market purchases of up to 28,395,197 Ordinary shares, representing 14.99% of the Ordinary shares in issue as at the date of the Notice. The Ordinary shares bought back will either be cancelled or placed into Treasury, at the determination of the Directors. There are currently no shares held in Treasury. The maximum price which may be paid for each Ordinary share must not be more than the higher of (i) 105per cent of the average of the market value of an Ordinary shares for the five business days immediately preceding the day on which the purchase is made or (ii) the value of an Ordinary share calculated on the basis of the higher price quoted for: (a) the last independent trade of; and (b) the highest current independent bid for any number of Ordinary shares on the trading venue where the purchase is carried out. The minimum price which may be paid for each Ordinary share is £0.05. This power will only be exercised if, in the opinion of the Directors, a purchase would result in an increase in the NAV per share and be in the best interests of the shareholders as a whole. The Board’s intention is to apply an active discount management policy, and to consider a buyback of shares where the discount of the share price to the NAV per share is greater than 10% for a sustained period of time and is significantly wider than the average for similar trusts. Any such transaction must be value enhancing for shareholders and the Board will take into consideration the effect of the buyback on the liquidity of the Company’sshares. This authority shall expire at the next AGM, when a resolution to renew the authority will be proposed. page 74 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Notice of Annual General Meeting continued Notes 1. Attending the Annual General Meeting in Person If you wish to attend the Annual General Meeting in person, you should arrive at the venue for the Annual General Meeting in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company’s registrar, Equiniti Limited (the “Registrar”), prior to being admitted to the Annual General Meeting. 2. Appointment of Proxies Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the Annual General Meeting. A proxy need not be a member of the Company but must attend the Annual General Meeting to represent a member. To be validly appointed a proxy must be appointed using the procedures set out in these notes and in the notes to the accompanying proxy form. If members wish their proxy to speak on their behalf at the meeting, members will need to appoint their own choice of proxy (not the Chairman of the Annual General Meeting) and give their instructions directly to them. Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one proxy, they should contact the Registrar on +44 (0) 371 384 2461. Lines are open from 8.30am to 5.30pm, Monday to Friday excluding public holidays in England and Wales. If calling from outside of the UK, please ensure the country code is used. A member may instruct their proxy to abstain from voting on any resolution to be considered at the meeting by marking the ‘Abstain’ option when appointing their proxy. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the resolution. The appointment of a proxy will not prevent a member from attending the Annual General Meeting and voting in person if he or she wishes. A person who is not a member of the Company but who has been nominated by a member to enjoy information rights does not have a right to appoint any proxies under the procedures set out in these notes and should read note 8 below. It is possible for you to submit your proxy votes online by visiting Equiniti’s Shareview website at www.shareview.co.uk and logging in to your Shareview Portfolio. Click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, please go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio to allow enough time to complete the registration and authentication processes. For an electronic proxy appointment to be valid, the Registrar must receive it no later than 11.00am on 3September 2024. Should you complete your Form of Proxy electronically and then post a hard copy, the Form that arrives last will be counted to the exclusion of instructions received earlier, whether electronic or postal. Please refer to the terms and conditions of the service on the website. 3. Appointment of a Proxy Using a Proxy Form A proxy form for use in connection with the Annual General Meeting is enclosed. To be valid, any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar at FREEPOST RTHJ-CLLL KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA no later than 48 hours (excluding non-working days) before the time of the Annual General Meeting or any adjournment of that meeting. If you do not have a proxy form and believe that you should have one, or you require additional proxy forms, please contact the Registrar on +44 (0) 371 384 2461. Lines are open from 8.30am to 5.30pm, Monday to Friday excluding public holidays in England and Wales. If calling from outside of the UK, please ensure the country code is used. 4. Appointment of a Proxy Through CREST CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to the following website: www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 page 75 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must in order to be valid, be transmitted so as to be received by the Registrar (ID RA19) no later than 48 hours (excluding non- working days) before the time of the Annual General Meeting or any adjournment of that meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00am on 3September 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy. 5. Appointment of Proxy by Joint Holders In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies, only the purported appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of joint holders appear in the Company’s register of members in respect of the joint holding (the first named being the most senior). 6. Corporate Representatives Any corporation which is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s). 7. Entitlement to Attend and Vote To be entitled to attend and vote at the Annual General Meeting (and for the purpose of determining the votes they may cast), members must be registered in the Company’s register of members at 6.30pm on 3September 2024 (or, if the Annual General Meeting is adjourned, at 6.30pm on the day two days prior to the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting. 8. Nominated Persons Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the member by whom he/ she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. 9. Website Giving Information Regarding the Annual General Meeting Information regarding the Annual General Meeting, including information required by section 311A of the 2006 Act, and a copy of this notice of Annual General Meeting is available from www.montanaro.co.uk. page 76 Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Notice of Annual General Meeting continued 10. Audit Concerns Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the 2006 Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) the audit of the Company’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website. 11. Members resolution Under Section 338 and Section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company (a) to give to members of the Company entitled to receive notice of meeting, notice of any resolution which may properly be moved and is intended to be moved at the meeting and/or (b) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company’s constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company no t later than 25July 2024, being the date six weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request. 12. Voting Rights As at 19June 2024 (being the latest practicable date prior to the publication of this notice) the Company had 189,427,600 Ordinary shares in issue of £0.05 each. Each Ordinary share (other than those held in Treasury) carries one vote. The total voting rights in the Company as at 19June 2024 were 189,427,600 votes. 13. Notification of Shareholdings Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chairman of the Annual General Meeting as his/her proxy will need to ensure that both he/she, and his/her proxy, comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules. 14. Further Questions and Communication Under section 319A of the 2006 Act, the Company must cause to be answered any question relating to the business being dealt with at the Annual General Meeting put by a member attending the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Members who have any queries about the Annual General Meeting should contact the Company Secretary, Juniper Partners Limited at 28 Walker Street, Edinburgh EH3 7HR. Members may not use any electronic address provided in this notice or in any related documents (including the Annual Report and Accounts and proxy form) to communicate with the Company for any purpose other than those expressly stated. 15. Documents Available for Inspection The following documents will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and English public holidays excepted) from the date of this notice until the conclusion of the Annual General Meeting: • copies of the Directors’ letters of appointment; and • copies of the Directors’ deeds of indemnity. None of the Directors has a service contract with the Company. 16. Personal data Personal data provided by shareholders at or in relation to the Meeting will be processed in line with the Company’s privacy policy. Montanaro European Smaller Companies Trust plc Annual Report and Accounts 2024 Investment Manager and Alternative Investment FundManager (“AIFM”) MONTANARO ASSET MANAGEMENT LIMITED 53 Threadneedle Street London EC2R 8AR Tel: 020 7448 8600 Fax: 020 7448 8601 [email protected] www.montanaro.co.uk Administrator JUNIPER PARTNERS LIMITED 28 Walker Street Edinburgh EH3 7HR Tel: 0131 378 0500 Company Secretary JUNIPER PARTNERS LIMITED 28 Walker Street Edinburgh EH3 7HR Tel: 0131 378 0500 Email: [email protected] Registered Office 28 Walker Street Edinburgh EH3 7HR Registrar EQUINITI LIMITED Aspect House Spencer Road Lancing West Sussex BN99 6DA Registrar’s Shareholder Helpline Tel: +44 (0)371 384 2030* Registrar’s Broker Helpline Tel: 0906 559 6025 * Lines are open 8.30am to 5.30pm, Monday to Friday. Stockbroker CAVENDISH FINANCIALS PLC One Bartholomew Close London EC1A 7BL Depositary THE BANK OF NEW YORK MELLON (INTERNATIONAL) LIMITED One Canada Square London E14 5AL Custodian BANK OF NEW YORK MELLON SA/NV One Canada Square London E14 5AL Bankers ING BANK N.V., LONDON BRANCH 60 London Wall London EC2M 5TQ Independent Auditors PRICEWATERHOUSECOOPERS LLP Atria One 144 Morrison Street Edinburgh EH3 8EX Solicitor DICKSON MINTO W.S. 16 Charlotte Square Edinburgh EH2 4DF Montanaro European Smaller Companies Trust plc Registered in Scotland No. SC074677 An investment company as defined under Section 833 of the Companies Act 2006. Advisers Montanaro European Smaller Companies Trust plc 28 Walker Street Edinburgh EH3 7HR Tel: 020 7448 8600 Fax: 020 7448 8601 E-mail: [email protected] Website: www.montanaro.co.uk
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