GUINNESS VCT PLC

AGM Information • Sep 16, 2025

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RNS Number : 5486Z

Guinness VCT PLC

16 September 2025

16 September 2025

Guinness VCT plc

Results of the Annual General Meeting

At the Annual General Meeting of Guinness VCT plc (the "Company") held at 11.00am on Tuesday 16 September 2025, the following resolutions were duly passed on a show of hands.

Ordinary Resolutions

1. To receive the Directors' Report and Financial Statements of the Company for the year ended 31 March 2025 together with the Independent Auditor's Report thereon.

2. To approve the Directors' Remuneration Report for the year ended 31 March 2025 other than the part of such report containing the Directors' Remuneration Policy.

3. To re-appoint BDO LLP as the auditor of the Company from the conclusion of the AGM until the conclusion of the next AGM of the Company to be held in 2026 at which financial statements are laid before the Company.

4. To authorise the directors of the Company to fix the remuneration of the auditor.

5. To re-elect Ewen Gilmour as a director of the Company in accordance with the Articles of Association.

6. To re-elect Andrew Martin Smith as a director of the Company in accordance with the Articles of Association and the Listing Rules.

7. That, the directors be and hereby are generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006, as amended, (the "Act") to exercise all of the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal value of £250,000, representing approximately 213% of the issued share capital of the Company as at 10 July 2025, being the latest practical date prior to publication of this document, provided that the authority conferred by this resolution 7 shall expire at the conclusion of the Company's next Annual General Meeting or on the expiry of fifteen months following the passing of this resolution 7, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).

Special Resolutions

8. That, the Directors be and hereby are empowered pursuant to Section 570(1) of the Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the Act) for cash pursuant to the authority given in accordance with Section 551 of the Act by resolution 7 above as if Section 561 of the Act did not apply to such allotments, provided that the power provided by this resolution 8 shall expire at the conclusion of the Company's next annual general meeting or on the expiry of fifteen months following the passing of this resolution 8, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).

9. That, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date the court order is made confirming such cancellation, be and is hereby cancelled and the amount by which the account is so reduced be credited to a reserve of the Company.

10.   That, the Company be and is hereby authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary shares provided that:

10.1.  the maximum aggregate number of Ordinary shares authorised to be purchased is an amount equal to 14.99% of the issued Ordinary shares;

10.2.  the minimum price which may be paid for an Ordinary share is their nominal value;

10.3.  the maximum price which may be paid for an Ordinary share, exclusive of expenses, is an amount equal to the higher of (i) 105% of the average of the middle market prices shown in the quotations for an Ordinary share in the Daily Official List of the London Stock Exchange for the five Business Days immediately preceding the day on which that Ordinary share is purchased; and (ii) the amount stipulated by Article 5(6) of Market Abuse Regulation; and

10.4.  unless renewed, the authority hereby conferred shall expire either at the conclusion of the annual general meeting of the Company following the passing of this Resolution 9 or on the expiry of fifteen months from the passing of this Resolution 9, whichever is the later, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary shares which will or may be completed or executed wholly or partly after such expiry.

Proxy votes received were: 

	Resolution	For & Discretionary	Against	Withheld
	Ordinary Resolutions
1.	To receive the Directors' Report and Financial Statements and Auditor's Report	918,727	0	20,018
2.	To approve the Directors' Remuneration Report	903,848	4,889	30,008
3.	To re-appoint BDO LLP as auditor	913,838	4,889	20,018
4.	To authorise the directors to fix the Auditor's remuneration	908,737	9,990	20,018
5.	To re-elect Ewen Gilmour as a director of the Company	918,727	0	20,018
6.	To re-elect Andrew Martin Smith as a director of the Company	903,848	14,879	20,018
7.	To authorise the Directors to allot shares	918,727	0	20,018
	Special Resolutions
8.	To waive pre-emption rights in respect of the allotment of shares	903,848	14,879	20,018
9.	To cancel the share premium account	918,727	0	20,018
10.	To authorise the Company to make market purchases of its own shares	908,737	9,990	20,018

For further information, please contact :

Hugo Vaux

Guinness Asset Management Limited (Manager)

[email protected]

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

[email protected]

Keith Lassman

Howard Kennedy Corporate Services LLP

[email protected]

Alex Collins

Panmure Gordon (UK) Limited (Corporate Broker)

[email protected]

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