AGM Information • Dec 13, 2024
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your Ordinary shares in Polar Capital Global Healthcare Trust plc please send this Notice of Annual General Meeting, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
(incorporated and registered in England and Wales under number 07251471 and registered as an investment company under Section 833 of the Companies Act 2006
to be held at 2.00pm on Thursday, 13 February 2025 at the offices of Polar Capital, 16 Palace Street, London, SW1E 5JD

The nearest tube St. James's Park
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A form of proxy for Ordinary Shareholders is provided for use at the AGM. To be valid, the form of proxy should be completed and returned in accordance with the instructions thereon to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible but in any event so as to arrive not later than 48 hours before the time appointed for holding the meeting (excluding non-working days).
You are encouraged to complete and submit your form of proxy as soon as possible. Appointment of a proxy will not prevent you from attending and voting at the meeting if you subsequently find that you are able to do so.
(incorporated and registered in England and Wales under number 07251471 and registered as an investment company under Section 833 of the Companies Act 2006)
Lisa Arnold (Chair) 16 Palace Street Neal Ransome London Jeremy Whitley SW1E 5JD
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Directors: Registered Office
12 December 2024
I have the pleasure in inviting Ordinary Shareholders to the Company's forthcoming Annual General Meeting ('AGM') which is being held at 2:00pm on Thursday, 13 February 2025 at the offices of Polar Capital, 16 Palace Street, London, SW1E 5JD. Enclosed with this letter is your formal notice of AGM ('Notice of AGM') set out on pages 6 and 7 of this document and a form of proxy.
Following the success of the 2024 AGM, we have once again decided to separate the formal business of the AGM and the Managers' investment update. We will therefore be holding the formal business in person (as per the requirements of the Articles of Association), which will require a quorum of members to be present at the meeting and will provide a recording of the Managers' 'Review of the Year and Outlook for 2024-25' on the Company's website ahead of the formal business meeting. Please note that the physical AGM will comprise the formal business and questions only; there will be no live Managers presentation. Shareholders will also be able to watch the proceedings of the AGM live via Zoom Conference.
Details of how to access the online link are provided below:
Meeting ID: 898 1874 6759
Passcode: 806739
Joining link: PCGH – AGM
We are aware that many Shareholders are particularly interested in the components and performance of the Company's portfolio and therefore estimate that the Managers' presentation will be uploaded to the website on or before 30 January 2025 to give Shareholders time to consider the content ahead of the deadline to submit their proxy votes on the formal business. Once available, we will release a market announcement to invite shareholders and guests to listen to the recording and view the slides.
The Board believes that shareholder engagement remains important and is keen that the components of the AGM be participative for all. Shareholders are encouraged to listen to the recording and review the Managers' presentation and to send any questions to the Managers and the Board via the Company Secretary at [email protected] stating the subject matter as PCGH-AGM. Questions will be answered either directly or via the website. The formal business meeting will be attended by the Board, including the Committee Chairs, and the Managers, all of whom will be available to respond to questions and concerns from Shareholders prior to and during the meeting.
All voting at the formal business meeting will be conducted on a Poll; you are therefore encouraged to submit your votes by proxy ahead of the meeting in accordance with the notes to the Notice of AGM on page 8. If you would like to vote on the resolutions on a Poll, but cannot attend the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the Notice of AGM and noted on the reverse of the form of proxy.
The purpose of this letter is to explain the business to be considered at the AGM.
The Annual Report and Financial Statements for the year ended 30 September 2024 will be presented to the AGM. The Annual Report accompanies this Notice of AGM or is available from the Company's website. Shareholders will be given an opportunity at the meeting to ask questions or can submit questions on the Annual Report and Financial Statements by email as detailed on page 2.
Resolutions 2 seeks approval, on an advisory basis, of the Remuneration Implementation Report, which looks back at the remuneration paid to the Directors for the year ended 30 September 2024.
Resolution 3 seeks an amendment to Article 98 of the Company's Articles of Association. Article 98 imposes a limit on the maximum aggregate level of remuneration available for payment to the Directors. In order to provide headroom and flexibility, particularly ahead of any proposed reconstruction at which succession planning may be considered, it is proposed that the maximum aggregate level be increased from £200,000 to £250,000 per annum.
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In accordance with the AIC Code of Corporate Governance, it is recommended that all Directors retire annually and, with the support of the Board, stand for re-election annually. Biographies of each of the Directors can be found on page 6 of the Annual Report. The Board has confirmed, following a performance review, that the Directors standing for re-election continue to perform effectively and demonstrate commitment to their roles. The Board is aware that its current composition does not comply with the FCA's diversity requirements. To provide better information to Shareholders, the Board has provided enhanced disclosures in this year's Annual Report and Accounts. The Board also considered the specific reasons why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success, in accordance with the AIC Code, and these are set out below:
Lisa Arnold – Lisa has had an extensive career as a global pharmaceuticals and healthcare analyst ahead of her taking on non-executive director positions. Since joining the Board and taking on the Chair Lisa has delivered investment and strategic experience along with her detailed and effective leadership skills. Through Lisa's pension fund roles, particularly with the early adoption of TCFD, she has a comprehensive understanding of the importance and challenges of ESG and climate related issues. As Chair, Lisa has worked closely with the corporate brokers and the Managers to improve communication both internally and externally, especially from a shareholder perspective. Lisa continues to lead the Board with an inclusive and engaging manner and her nomination for re-election as Chair and non-executive Director is supported by both the Board and the Managers.
Neal Ransome – Neal has recent and relevant financial expertise with a strong accounting background which enables him to perform in-depth analyses of the Company's performance and Financial Statements. His extensive experience in evaluating pharmaceutical and healthcare companies, having previously led PwC's Pharmaceutical and Healthcare M&A practice, further enhances his qualifications. Neal serves as the Chair of the Company's Audit Committee, a role in which he has had extensive experience from prior board roles. Neal's re-election as a non-executive Director and both Audit and Management Engagement Committee Chair is supported by the Board and the Managers.
Jeremy Whitley – Jeremy's extensive experience, particularly from his previous roles at Abrdn Asset Management, has equipped him with a global perspective and the ability to critically review the portfolio. He has been a strong advocate for clear performance attribution analysis. Additionally, Jeremy brings valuable experience from other investment trust management houses to the Board. Jeremy's re-election as a non-executive Director is supported by the Board and the Managers.
There is a requirement to appoint an auditor at each general meeting at which accounts are laid before the Company, with the expectation that the auditor will then hold office until the next such meeting. Shareholders are required to approve the appointment of the Company's auditor each year and to determine or authorise the Directors to determine the auditor's remuneration. Resolution 7 relates to the re-appointment of PricewaterhouseCoopers LLP as the Company's independent auditors to hold office until the next AGM of the Company and Resolution 8 authorises the Directors to determine their remuneration.
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The Company's dividend policy remains that dividends will be paid bi-annually in February and August. Given the Company's focus on capital growth, the policy may at times result in lower dividends being paid in future than historically. The interim dividends will not necessarily be of equal amounts because the dividends from the Company's underlying investments are expected to arrive irregularly throughout the financial year. Shareholders should recognise that circumstances may arise when it is necessary to reduce the level of dividend payment or equally there may be instances when the level of dividend must be increased in order to comply with Sections 1158 and 1159 of the Corporation Tax Act 2010. Where this would result in paying a dividend beyond the Board's intended policy a 'special dividend' will be declared and paid.
Resolution 10 deals with the Directors' authority to allot Ordinary Shares. At last year's AGM, the Directors were given authority to allot Ordinary Shares in the capital of the Company up to a maximum nominal amount of £3,031,750 representing approximately 10 per cent. of the Company's issued Ordinary share capital.
Resolution 10 will, if passed, renew the authority to allot given to the Directors at last year's AGM on similar terms in respect of 12,127,000 Ordinary shares with a nominal amount of £3,031,750 representing approximately 10 per cent. of the Company's issued Ordinary share capital on 12 December 2024. The authority will continue until the end of the next AGM of the Company.
Resolution 11 will give the Directors power to allot Ordinary shares pursuant to the authority granted under Resolution 10 for cash without, in certain circumstances, being required to comply with the pre-emption rights in the Companies Act 2006. In particular, this power will permit the Directors to allot Ordinary shares up to a maximum nominal value of £3,031,750, representing approximately 10 per cent. of the issued Ordinary share capital of the Company as at 12 December 2024, for cash otherwise than in connection with an offer to existing Shareholders. This authority also permits the Directors to re-sell the shares held in treasury. The authority conferred by Resolution 11 will expire upon the expiry of the general authority conferred in Resolution 10.
The Directors' policy on the issue of new Ordinary shares is for the net issue price (after an allocation of costs) to be above the Net Asset Value ('NAV') per share. Any re-issue of shares from treasury will follow institutional guidelines but it is not anticipated that such shares would be re-issued at prices below NAV.
The Directors consider that renewing the Company's share allotment authority and disapplying pre-emption rights in respect of allotment of new shares is advantageous for Shareholders on the basis that (a) any new Ordinary shares issued for cash will be at a price that will be in excess of NAV and should therefore enhance NAV for existing Shareholders (over the longer term); (b) a larger capital base should result in a lower ongoing charges ratio for the Company because of the fixed element of cost; and (c) the increased number of Ordinary shares should improve their liquidity. The Directors further believe that having the ability to ensure a ready supply of Ordinary shares to the market should assist in avoiding the creation of an excessive and unsustainable premium over NAV, which could increase the risks for new investors.
Resolution 12 renews the authority granted to the Company to buy back its own Ordinary shares in the market as permitted by the Companies Act 2006.
The Company was given authority to make market purchases of up to 14.99 per cent. of the Company's Ordinary share capital at last year's AGM. Your Board wishes to renew this authority so that the Company will retain the flexibility to make market purchases of its own shares where your Board considers it desirable to do so.
If Resolution 12 is passed, the Company may opt to cancel or hold in treasury all of the Ordinary shares it may purchase pursuant to the authorities contained therein.
During the year ended 30 September 2024, no shares were bought back. The current total number of shares held in treasury is 2,879,256.
The Directors believe that to make such purchases of Ordinary shares in the market at appropriate times and prices is a suitable method of enhancing Shareholder value. Where the purchases of Ordinary shares are made at prices below the prevailing NAV per share, this will enhance the net asset value for the remaining Shareholders. The Board therefore intends that purchases of Ordinary shares would only be made at prices below the NAV.
The Company would, within guidelines set from time to time by the Board, make either a single purchase or a series of purchases, when market conditions are suitable, with the aim of maximising the benefits to Shareholders. The Board considers that it will be most advantageous to Shareholders for the Company to be able to make such purchases as and when it considers market conditions to be favourable and therefore does not propose to set a timetable for making any such purchases.
Resolution 12 provides that the number of Ordinary shares that could be purchased does not exceed a maximum of 18,178,373 (representing approximately 14.99 per cent. of the Company's issued Ordinary share capital as at 12 December 2024). The resolution also sets the maximum price that may be paid by the Company at the higher of 105 per cent. of the average middle-market quotation for an Ordinary share on the 5 business days immediately preceding the date of the relevant purchase or the higher of the last independent trade and the highest independent bid. The minimum price to be paid will be 25p per Ordinary share (being the nominal value per share).
The authority granted under Resolution 12 will last until the end of the next AGM of the Company or until the whole of the 14.99 per cent. has been utilised, whichever is the earlier.
Under the Companies Act 2006, the Company is allowed to hold its own Ordinary shares in treasury following a buy back, instead of cancelling them. This gives the Company the ability to re-sell treasury shares quickly and cost effectively and provides the Company with additional flexibility in the management of its capital base. Shares held in treasury have their voting and dividend rights suspended. If the Directors exercise the authority conferred by Resolution 12 the Company will have the option of either cancelling or holding in treasury any of its own Ordinary shares purchased in the market. The Directors will decide at the time of purchase which option to pursue. The Directors will have regard to any guidelines issued by investor groups at the time of any such purchase with respect to the holding for resale of treasury shares.
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The Notice of AGM is set out at the end of this document.
Your Board believes that the passing of the Resolutions should help to promote the success of the Company and is in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings which amount to 50,073 shares representing approximately 0.04 per cent. of the total voting rights of the issued Ordinary share capital of the Company (excluding shares held in treasury).
If you are an ordinary shareholder, we recommend you complete your form of proxy to ensure your votes are counted in the Poll vote for each resolution. If you would like to vote on the resolutions on the Poll at the meeting but cannot come to the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the notice of AGM. You are therefore urged to return the provided form of proxy without delay.
Yours sincerely
Lisa Arnold Chair
12 December 2024
(incorporated and registered in England and Wales under number 07251471 and registered as an investment company under Section 833 of the Companies Act 2006)
NOTICE IS HEREBY GIVEN that the Fourteenth Annual General Meeting ('AGM') of the Company will be held at 2.00pm on Thursday, 13 February 2025 at the offices of Polar Capital, 16 Palace Street, London, SW1E 5JD, to consider and, if thought fit, to pass Resolutions 1 to 10 as Ordinary Resolutions (which require a majority in excess of 50 per cent. to be passed) and to consider and, if thought fit, pass resolutions 11 and 12 as Special Resolutions (which require a majority of at least 75 per cent. to be passed).
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securities) subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to a maximum aggregate nominal value of £3,031,750 (being 10 per cent. of the Company's issued Ordinary share capital on 12 December 2024 or, if changed, the number representing 10 per cent. of the issued share capital of the Company at the date the resolution is passed);
and this power shall expire at the conclusion of the next AGM of the Company after the passing of this resolution, save that the Directors may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
BY ORDER OF THE BOARD
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12 December 2024
16 Palace Street London SW1E 5JD
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If the Company is unable to determine the one which was last sent, the one which is last received shall be so treated. If the Company is unable to determine either which is last sent or which is last received, none of them shall be treated as valid in respect of that share. Voting on all resolutions will be conducted on a Poll. Every ordinary shareholder who is present in person at a general meeting of the Company, and every person (not being himself or herself a member entitled to vote) who is present as proxy for a member entitled to vote, shall have one vote for every share held by him or her.
The return of the form of proxy duly completed will not preclude a member from attending, speaking and voting in person at the Meeting. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual which can be viewed at www.euroclear.co.uk. 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. In order for a proxy appointment made by means of CREST to be valid. The appropriate CREST message (a 'CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or 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 Company's agent (ID number RA19) by not later than 48 hours before the time appointed for the holding of the meeting (excluding non-working days i.e. by 2.00pm on 11 February 2025).
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 Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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.
be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the Meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
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For information on voting rights, including the total number of voting rights in the Company see above note 9.
Such request must be made in accordance with one of the following:
The conditions are that:
Upon receipt of the request, the Company must provide the information to the member as soon as reasonably practicable and in any event by the end of the period of 15 days beginning with whichever is the later of the first working day after the day on which:
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(incorporated and registered in England and Wales, registered number 07251471, as an investment company within the meaning of Section 833 of the Companies Act 2006)
Registered office: 16 Palace Street, London SW1E 5JD
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