267694 EdinburghIT AR 2024 WEB - Flipbook - Page 45
THE EDINBURGH INVESTMENT TRUST PLC / GOVERNANCE / 43
shares were repurchased for holding in treasury at an average
price of 664.84p per share (including costs). Since the year
end up until 22 May 2024, being the latest practicable date
before the printing of this report, 640,000 ordinary shares
have been bought back for holding in treasury.
SUBSTANTIAL HOLDINGS IN THE COMPANY
The Company has received notifications, or has otherwise
been made aware, in accordance with the Financial Conduct
Authority’s Disclosure Guidance and Transparency Rule 5 of
the following interests (% as at the date of notification):
Rathbones Investment
Management
Shares
%
11,260,418
7.45
The Company relies on investors complying with these regulations and
certain investors may be exempted. As such, this table should not be relied
on as an exhaustive list of shareholders holding above 5% of the Company’s
voting rights.
RESTRICTIONS
There are no restrictions concerning the transfer of securities
in the Company, no special rights with regard to control
attached to securities, no agreements between holders of
securities regarding their transfer known to the Company,
no restrictions on the distribution of dividends and the
repayment of capital, and no agreements to which the
Company is party that might affect its control following a
successful takeover bid.
Voting
At a general meeting of the Company, every shareholder has
one vote on a show of hands and, on a poll, one vote for each
share held. The notice of general meeting specifies deadlines
for exercising voting rights either by proxy or present in
person in relation to resolutions to be passed at a general
meeting.
Repurchase Powers
be found on pages 78 to 81. All resolutions are ordinary
resolutions unless otherwise identified.
Resolution 1 is for members to receive and consider this
Annual Financial Report (AFR), including the financial
statements and auditor’s report.
Resolution 2 is for members to approve the Annual
Statement and Report on Remuneration for the year ended
31 March 2024.
Resolution 3 is to declare a final dividend for the year.
Resolutions 4 to 8 are to re-elect the Directors. Biographies
of the Directors can be found on pages 30 and 31.
All Directors will stand for re-election by shareholders
at the AGM. The Board has determined that each of the
Directors is independent, continues to perform effectively
and demonstrates commitment to their role. Their balance
of knowledge and skills combined with their diversity and
business experience makes a major contribution to the
functions of the Board and its Committees.
Elisabeth Stheeman has extensive executive and nonexecutive experience in financial services, real estate and
governance that bring highly relevant and valuable skills to
the Board. Steven Baldwin is a Chartered Accountant and
his experience in a range of industries brings a breadth of
experience to the meetings. Patrick Edwardson has many
years of investment experience as a fund manager and
deep knowledge of the UK equity market and investment
companies. Aidan Lisser has considerable experience
as an investment trust non-executive director and is also
a member of the Association of Investment Companies’
Marketing Committee. Annabel Tagoe-Bannerman has
considerable experience in senior roles in commercial
operations, law, governance as well as in diversity, equity
and inclusion within quoted UK operating companies within
the retail, leisure, food and beverage sectors.
The Board’s current powers to repurchase shares and
proposals for their renewal are disclosed on page 44.
Resolutions
9
and
10
are
to
re-appoint
PricewaterhouseCoopers LLP as auditor and to authorise
the Audit Committee to determine their remuneration.
DISCLOSURES REQUIRED BY UKLA LISTING
RULE 9.8.4
Special Business
The above rule requires listed companies to report certain
information in a single identifiable section of their annual
financial reports. None of the prescribed information is
applicable to the Company for the year under review.
INDIVIDUAL SAVINGS ACCOUNT (ISA)
The ordinary shares of the Company are qualifying
investments under applicable ISA regulations.
BUSINESS OF THE ANNUAL GENERAL
MEETING (AGM)
The following summarises the business of the forthcoming
AGM of the Company, which is to be held on 17 July 2024
at 11.00am. The notice of the AGM and related notes can
Resolution 11: Authority to Allot Shares is an Ordinary
Resolution seeking renewal of the current authority for
the Directors to allot up to 10% of the issued ordinary
share capital, this being an aggregate nominal amount of
£4,891,668 as at 22 May 2024, (being the last practicable day
prior to the publication of this Notice).
Special Resolution 12: Authority to Allot Shares is a Special
Resolution which seeks renewal of the current authority to
allot equity securities pursuant to a rights issue or to issue
up to 10% of the issued ordinary share capital otherwise than
in connection with a rights issue, dis-applying pre-emption
rights. This will allow shares to be issued to new shareholders,
within the prescribed limits, without having to be offered to
existing shareholders first, thus broadening the shareholder
