BGFD Baillie Gifford Japan Trust Plc

THE BAILLIE GIFFORD JAPAN TRUST PLC (BGFD)

Legal Entity Identifier: 54930037AGTKN765Y741

Results of Annual General Meeting 

At the Annual General Meeting ('AGM') held on 11 December 2024 shareholders approved the following Resolutions:

Ordinary Resolutions

1.   To receive and adopt the Financial Statements of the Company for the year ended 31 August 2024 with the Reports of the Directors and of the Independent Auditor thereon.

2.   To approve the Directors' Annual Report on Remuneration for the year ended 31 August 2024.

3.   To declare a final dividend of 10p per ordinary share.

4.   To re-elect David Kidd as a Director.

5.   To re-elect Sharon Brown as a Director.

6.   To re-elect Joanna Pitman as a Director.

7.   To re-elect Sam Davis as a Director.

8.   To re-elect Patricia Lewis as a Director.

9.   To reappoint Ernst & Young LLP as Independent Auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which the Financial Statements are laid before the Company.

10. To authorise the Directors to determine the remuneration of the Independent Auditor of the Company.

11. That pursuant to article 165 of the Articles of Association of the Company, this meeting hereby approves the continuance of the Company until the Annual General Meeting of the Company held in respect of the year to 31 August 2025.

12. That, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date hereof, the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') 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 ('Securities') provided that such authority shall be limited to the allotment of shares and the grant of rights in respect of shares with an aggregate nominal value of up to £430,438.07 such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or on the expiry of 15 months from the passing of this Resolution, whichever is the earlier, unless previously revoked, varied or extended by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require Securities to be allotted or granted after the expiry of such authority and the Directors shall be entitled to allot or grant Securities in pursuance of such an offer or agreement as if such authority had not expired.

Special Resolutions

13. That, subject to the passing of Resolution 12 above, and in substitution for any existing power but without prejudice to the exercise of any such power prior to the date hereof, the Directors of the Company be and they are 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(1) of the Act) for cash pursuant to the authority given by Resolution 12 above, and to sell treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

a)   expires at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or on the expiry of 15 months from the passing of this Resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and

b)   shall be limited to the allotment of equity securities or the sale of treasury shares up to an aggregate nominal value of £430,438.07, being approximately 10% of the nominal value of the issued share capital of the Company as at 24 October 2024.

14. That, in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date hereof, the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies Act 2006 (the 'Act'), to make market purchases (within the meaning of section 693(4) of the Act) of fully paid ordinary shares of 5 pence each in the capital of the Company ('ordinary shares'), (either for retention as treasury shares for future reissue, resale, transfer or for cancellation) provided that:

a)   the maximum aggregate number of ordinary shares hereby authorised to be purchased is 12,904,533, or, if less, the number representing approximately 14.99% of the issued ordinary share capital of the Company as at the date of the passing of this Resolution;

b)   the minimum price (excluding expenses) which may be paid for each share is 5 pence;

c)   the maximum price (excluding expenses) which may be paid for each ordinary share shall be not more than the higher of:

i)     5 per cent above the average closing price on the London Stock Exchange of an ordinary share over the five business days immediately preceding the date of purchase; and

ii)    The amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and

d)   unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in respect of the year ending 31 August 2025, save that the Company may, prior to such expiry, enter into a contract to purchase ordinary shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract.

Resolutions 1 to 14 were passed on a poll. A breakdown of the votes registered is shown below:

Baillie Gifford & Co Limited

Company Secretaries

11 December 2024 

Regulated Information Classification: Additional regulated information required to be disclosed under applicable laws