THE SCOTTISH AMERICAN INVESTMENT COMPANY P.L.C. (SAIN)

Legal Entity Identifier: 549300NF03XVC5IFB447

Annual General Meeting held on 6 April 2023

At the AGM held on 6 April 2023 all resolutions were passed, including those detailed below:

·     An ordinary resolution renewing the Directors' general authority to issue shares up to an aggregate nominal amount of £14,727,772.25 (representing approximately 33% of the total issued share capital of the Company). This authority will expire at the conclusion of the next AGM of the Company or on 5 July 2024, whichever is the earlier (unless previously varied, revoked or renewed).

·     A special resolution renewing the Directors' authority to issue shares and sell treasury shares on a non-pre-emptive basis up to an aggregate nominal amount of £4,418,773.50 (representing 10% of the total issued share capital of the Company). This authority will expire at the conclusion of the next AGM of the Company or on 5 July 2024, 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.

·     An ordinary resolution that the Directors be authorised for the purposes of LR15.4.11 of the Listing Rules of the UK Listing Authority to issue further ordinary shares (including selling treasury shares) for cash at a price below the net asset value per share of those shares (with borrowings valued at book) without first offering those shares pro rata to existing Shareholders.

·     A special resolution renewing the Company's authority to make market purchases of up to 14.99% of the Company's issued share capital, being 26,494,966 ordinary shares of 25p. This authority will expire at the conclusion of the AGM to be held in 2024, unless previously varied, revoked or renewed.

·    A special resolution that the Articles of Association produced to the meeting and signed by the Chairman of the meeting for the purposes of identification be approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association with effect from the conclusion of 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  

At the AGM Bronwyn Curtis indicated that, in the absence of unforeseen circumstances, it is not her intention to offer herself for re-election to the Board at the next Annual General Meeting of the Company, due to be held in 2024, at which time she will have completed nine years on the Board. The Directors will undertake a recruitment process to identify a suitable candidate to join the Board over the coming year.

Baillie Gifford & Co Limited

Managers and Secretaries

6 April 2023

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