European Smaller Companies Trust PLC

AGM Information • Nov 27, 2023

National Storage Mechanism | Additional information

RNS Number : 8038U

European Smaller Companies Tst PLC

27 November 2023

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

THE EUROPEAN SMALLER COMPANIES TRUST PLC

LEGAL ENTITY IDENTIFIER: 213800N1B1HCQG2W4V90

27 November 2023

THE EUROPEAN SMALLER COMPANIES TRUST PLC (the 'Company')

Annual General Meeting held on 27 November 2023

The Company announces that at the 33rd Annual General Meeting held earlier today all resolutions proposed were duly passed on a poll. This included three special resolutions:

-     Resolution 13:  to authorise the directors to allot up to 10% of the issued ordinary share capital without first offering them to existing shareholders in accordance with statutory pre-emption procedures;

-     Resolution 14:  to authorise the Company to make market purchases of its own ordinary shares;

-     Resolution 15:  to hold general meetings other than an annual general meeting on not less than 14 clear days' notice. 

The full text of the resolutions can be found in the circular to shareholders dated 16 October 2023 which can be viewed on the Company's website at: www.europeansmallercompaniestrust.com.

The poll results were as follows:

Resolution	Votes for	%	Votes against	%	Total votes cast	%	Votes withheld
1.   Receive the annual report and financial statements for the year ended 30 June 2023	173,468,466	99.95	79,563	0.05	173,548,029	43.35	397,760
2.   Approve the Company's Remuneration Policy	172,446,850	99.63	648,741	0.37	173,095,591	43.24	850,198
3.   Approve the Directors' Remuneration Report	172,418,694	99.61	679,905	0.39	173,098,599	43.24	847,190
4.   Approve the final dividend	173,419,408	99.95	80,035	0.05	173,499,443	43.34	446,346
5.   Election of James Williams as a director	173,059,668	99.86	247,107	0.14	173,306,775	43.29	639,014
6.   Re-election of Christopher Casey as a director	151,574,698	98.33	2,569,359	1.67	154,144,057	38.51	19,801,732
7.   Re-election of Daniel Burgess as a director	170,767,909	98.52	2,568,982	1.48	173,336,891	43.30	608,898
8.   Re-election of Ann Grevelius as a director	170,525,772	98.33	2,888,584	1.67	173,414,356	43.32	531,433
9.   Re-election of Simona Heidempergher as a director	148,387,790	96.19	5,871,849	3.81	154,259,639	38.53	19,686,150
10.  Re-appointment of Ernst & Young LLP as auditor	172,907,746	99.82	303,197	0.18	173,210,943	43.27	734,846
11.  Audit Committee to determine the auditor's remuneration	173,242,765	99.93	112,941	0.07	173,355,706	43.30	590,083
12.  Authority to allot ordinary shares	173,221,398	99.88	216,680	0.12	173,438,078	43.32	507,711
13.  Authority to disapply pre-emption rights on allotment of ordinary shares*	172,658,017	99.71	498,243	0.29	173,156,260	43.25	789,529
14.  Authority to make market purchases of own shares*	171,108,363	98.64	2,364,172	1.36	173,472,535	43.33	473,254
15.  Authority to call a general meeting on 14 clear days' notice*	172,402,418	99.35	1,134,947	0.65	173,537,365	43.35	408,424

* Special resolution.

For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at the close of business on 23 November 2023 being the time at which a shareholder had to be registered in the register of members in order to vote at the annual general meeting.  A vote 'withheld' is not a vote in law and has not been counted as a vote 'for' or 'against' a resolution.

The number of ordinary shares in issue and total voting rights at the date of this announcement is 400,321,188.  Each share carries the entitlement to one vote per share.

A copy of the special business resolutions will be submitted to the National Storage Mechanism ('NSM') and will shortly be available for inspection on the NSM's website at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information please contact:

Colleen Sutcliffe Janus Henderson Secretarial Services UK Limited Corporate Secretary Telephone: 020 7818 5919
Harriet Hall PR Manager, Investment Trusts Janus Henderson Investors Telephone: 020 7818 2919

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