Guinness VCT PLC
24 September 2026
24 September 2026
LEI: 213800XCDAOPJBNOI483
Guinness VCT plc
(the "Company")
Results of the Annual General Meeting
At the Annual General Meeting of the Company held at 11.00am on Thursday 24 September 2026, 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 2026 together with the Independent Auditor's Report thereon.
2. To approve the Directors' Remuneration Report for the year ended 31 March 2026
other than the part of such report containing the Directors' Remuneration Policy.
3. To approve the Directors' Remuneration Policy.
4. To re-appoint BDO LLP as auditor of the Company from the conclusion of the AGM until the conclusion of the next AGM of the Company to be held in 2027 at which financial statements are laid before the Company.
5. To authorise the directors to fix the remuneration of the auditor.
6. To re-elect Joanna Santinon as a director of the Company who retires in
accordance with the Articles of Association.
7. To re-elect Andrew Martin Smith as a director of the Company who retires in
accordance with the Listing Rules.
8. 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 138% of
the issued share capital of the Company as at 15 July 2026, being the latest
practicable date prior to publication of this document, provided that the authority
conferred by this resolution 8 shall (unless previously renewed, varied or revoked
by the Company in general meeting) expire at the conclusion of the Company's
next annual general meeting or on the expiry of 15 months from the date of the
passing of this resolution 8, whichever is the later, but so that the Company may,
before such expiry, make offers or agreements which would or might require
shares to be allotted after such expiry and the directors may allot shares in
pursuance of such offers or agreements as if the authority conferred hereby had
not expired.
9. 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 in
connection with the Company's dividend re-investment scheme up to an aggregate
nominal value of £12,000, representing approximately 7% of the issued share capital
of the Company as at 15 July 2026, being the latest practicable date prior to
publication of this document, provided that the authority conferred by this
resolution 9 shall (unless previously renewed, varied or revoked by the Company in
general meeting) expire at the conclusion of the Company's next annual general
meeting or on the expiry of 15 months from the date of the passing of this resolution
9, whichever is the later, but so that the Company may, before such expiry, make
offers or agreements which would or might require shares to be allotted after such
expiry and the directors may allot shares in pursuance of such offers or agreements
as if the authority conferred hereby had not expired.
Special Resolutions
10. 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 8
above as if Section 561 of the Act did not apply to such allotments, provided that the
power provided by this resolution 10 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 10, whichever is the later (unless previously renewed, varied
or revoked by the Company in general meeting).
11. In accordance with sections 570 and 573 of the Companies Act 2006 (the "Act"), the
directors be and are hereby empowered to allot equity securities (as defined in
section 560 of the Act) for cash pursuant to the authority conferred by resolution 9
as if section 561(1) of the Act did not apply to any such allotment, provided that this
authority shall be limited to the allotment of equity securities pursuant to resolution
9, and shall expire at the conclusion of the next annual general meeting of the
Company or 15 months from the date of the passing of this resolution, whichever is
the later, save that the Company may, before such expiry, make offers or
agreements which would or might require equity securities to be allotted after such
expiry and the directors may allot equity securities in pursuance of such offers or
agreements as if the power conferred hereby had not expired.
12. 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:
12.1 the maximum aggregate number of Ordinary Shares authorised to be
purchased is an amount equal to 14.99% of the issued Ordinary Shares;
12.2 the minimum price which may be paid for an Ordinary Share is their nominal
value;
12.3 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
12.4 unless renewed, the authority hereby conferred shall expire either at the
conclusion of the next annual general meeting of the Company following the
passing of this resolution 12 or on the expiry of fifteen months from the
passing of this resolution 12, 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 |
654,975 |
0 |
20,018 |
|
2. |
To approve the Directors' Remuneration Report other than the part of such report containing the Directors' Remuneration Policy |
631,056 |
4,889 |
39,048 |
|
3. |
To approve the Directors' Remuneration Policy |
625,982 |
4,889 |
44,122 |
|
4. |
To re-appoint BDO LLP as auditor |
650,086 |
4,889 |
20,018 |
|
5. |
To authorise the directors to fix the Auditor's remuneration |
635,945 |
9,990 |
29,058 |
|
6. |
To re-elect Joanna Santinon as a director of the Company |
654,974 |
0 |
20,019 |
|
7. |
To re-elect Andrew Martin Smith as a director of the Company |
640,096 |
14,879 |
20,018 |
|
8. |
To authorise the Directors to allot shares |
654,975 |
0 |
20,018 |
|
9. |
To authorise the Directors to allot shares in connection with the Company's dividend reinvestment scheme |
654,975 |
0 |
20,018 |
|
|
||||
|
Special Resolutions |
||||
|
10. |
To waive pre-emption rights in respect of the allotment of shares |
640,096 |
14,879 |
20,018 |
|
11. |
To waive pre-emption rights in respect of the allotment of shares in connection with the Company's dividend reinvestment scheme |
650,086 |
4,889 |
20,018 |
|
12. |
To authorise the Company to make market purchases of its own shares |
644,985 |
9,990 |
20,018 |
For further information, please contact:
Hugo Vaux
Guinness Asset Management Limited (Manager)
Robin Smeaton
The City Partnership (UK) Limited (Company Secretary)
Keith Lassman
Howard Kennedy Corporate Services LLP
Keith.Lassman@howardkennedy.com
Alex Collins
Panmure Gordon (UK) Limited (Corporate Broker)
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