THE SCOTTISH AMERICAN INVESTMENT COMPANY P.L.C.

Annual General Meeting

Held on 6 April 2023

All votes were passed on a show of hands. The following levels of proxy appointments and associated instructions were received prior to the meeting.

Resolution

Votes

Votes

Total

Votes

Total

No.

for

against

votes cast

withheld

proxies

Ordinary Business

1

To receive and adopt the Financial Statements of the

36,423,259

31,549

36,454,808

26,262

36,481,070

Company for the year to 31 December 2022 with the

Reports of the Directors and of the Independent Auditor

thereon.

2

To approve the Directors' Remuneration Policy.

35,355,449

903,414

36,258,863

222,207

36,481,070

3

To approve the Directors' Annual Report on Remuneration

35,422,357

842,073

36,264,430

216,640

36,481,070

for the year to 31 December 2022.

4

To declare a final dividend.

36,446,364

24,455

36,470,819

10,251

36,481,070

5

To re-elect Lord Macpherson of Earl's Court as a

34,444,018

1,900,489

36,344,507

136,563

36,481,070

Director.

6

To re-elect Bronwyn Curtis as a Director.

35,123,471

1,247,867

36,371,338

109,732

36,481,070

7

To re-elect Dame Mariot Leslie as a Director.

35,114,769

1,247,133

36,361,902

119,168

36,481,070

8

To re-elect Karyn Lamont as a Director.

35,076,114

1,262,764

36,338,878

142,192

36,481,070

9

To elect Christine Montgomery as a Director.

35,196,938

1,134,079

36,331,017

150,053

36,481,070

10

To re-appoint Ernst & Young LLP as Independent Auditor

35,621,540

779,766

36,401,306

79,764

36,481,070

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.

11

To authorise the Directors to determine the remuneration of

35,802,228

627,605

36,429,833

51,237

36,481,070

the Independent Auditor of the Company.

12

To approve the Directors' general authority to issue shares.

36,367,283

83,198

36,450,481

30,589

36,481,070

13

To approve by Special Resolution that the Directors be

34,952,313

1,456,852

36,409,165

71,905

36,481,070

authorised to issue shares/sell treasury shares on a non

pre-emptive basis.

14

To approve by Ordinary Resolution that the Directors'

33,454,975

2,911,308

36,366,283

110,981

36,477,264

authority to allot shares or sell treasury shares for cash

at a price below the net asset price per share without

first offering those shares pro rata to existing

shareholders.

15

To approve by Special Resolution that the Company be

35,622,438

830,335

36,452,773

28,297

36,481,070

authorised to buy back its own shares.

Special Business

16 To approve by Special Resolution that the Company

33,375,215

2,913,271

36,288,486

192,584

36,481,070

approve and adopt the new Articles of Association.

Notes:

  1. Where shareholders have appointed the Chairman of the meeting as their proxy, with discretion as to voting, those votes have been cast in favour of all resolutions.
  2. A vote withheld is not a 'vote' in law and is not counted in the calculation of the votes 'for' and 'against' a resolution.

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Disclaimer

Scottish American Investment Company plc published this content on 06 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2023 16:13:02 UTC.