The Schiehallion Fund Limited

Legal Entity Identifier: 213800NQOLJA1JCWXQ56

Annual General Meeting 10 May 2024

At the AGM held on 10 May 2024 all resolutions proposed to the meeting were passed, including those detailed below:

·    Shareholders approved an ordinary resolution to increase the limit for Directors' fees to £430,000 in aggregate per annum in accordance with Article 116(1) of the Company's Articles of Incorporation.

·    Shareholders approved a special resolution renewing the Directors' authority to allot shares and sell treasury shares on a non-pre-emptive basis up to 102,882,390 shares (representing approximately 10% of the total issued share capital of the Company). This authority will expire at the conclusion of the AGM of the Company to be held in 2029 or on 10 May 2029, whichever is the earlier (unless previously varied, revoked or renewed). This authority will only be used to issue shares or re-sell shares from treasury at a premium to net asset value and only when the Directors believe it would be in the best interests of the Company to do so. 

·    Shareholders approved a special resolution authorising the Company to renew its authority to make market purchases of up to 14.99 per cent of the Company's issued ordinary share capital, being 154,220,703 ordinary shares.  The authority will expire at the conclusion of the 2025 AGM of the Company, unless previously varied, revoked or renewed.

·    Shareholders approved a special resolution to adopt the amended Articles of Incorporation, in substitution for and to the exclusion of the existing Articles of Incorporation, with effect from the conclusion of the meeting.

Further to the stock exchange announcement on 23 April 2024 that Dr Chiswell has resigned due to ongoing health issues, Resolution 6, which proposed his re-election, was withdrawn from the meeting.

The full text of all the resolutions can be found in the Notice of Annual General Meeting contained in the Annual Report and Financial Statements which is available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The Board notes the significant number of votes against Resolution 3. As explained in the Annual Report, Resolution 3 sought approval to re-elect Dr Linda Yueh as a Director of the Company. In accordance with the principles of the AIC Code of Corporate Governance, all Directors offer themselves for re-election annually. The Company will continue to engage with relevant shareholders and expects to make a further announcement in due course.

Baillie Gifford & Co Limited

13 May 2024

For further information please contact:

Alex Blake, Baillie Gifford & Co

Tel: 0131 275 2859

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