GGOR Gart.Gwth

 
TIDMGGOR 
 
Gartmore Growth Opportunities plc 
 
Result of the Annual General Meeting of Gartmore Growth Opportunities plc held 
on 26 October 2010: 
 
All of the resolutions put to shareholders at the Meeting were passed. 
Resolutions 1 to 6 (ordinary resolutions) were passed by show of hands and 
resolutions 7 to 11 (special resolutions) were passed by poll. 
 
Proxy votes lodged with the Registrar in respect of each resolution that was 
passed on a show of hands and poll results (which were the same as the proxy 
votes lodged) for the remaining resolutions were as follows: 
 
         Resolution           Votes For       Votes Against      Votes Withheld 
 
                    (including votes at 
                      the discretion of 
                          the Chairman) 
 
                 1.           4,769,553                   0                   0 
 
                 2.           4,750,690              11,136               7,727 
 
                 3.           4,233,422             535,431                 700 
 
                 4.           4,232,883             535,970                 700 
 
                 5.           4,238,852             530,001                 700 
 
                 6.           4,768,713                 840                   0 
 
                 7.           4,004,448             759,225               5,880 
 
                 8.           4,756,546              11,254               1,753 
 
                 9.           4,761,030               7,354               1,169 
 
                10.           4,764,606               2,494               2,453 
 
                11.           4,747,002              16,811               5,740 
 
The resolutions were as follows: 
 
Ordinary Business 
 
1. to receive the Report of the Directors and the Accounts for the year ended 
30 June 2010, together with the Report of the Auditors; 
 
2. to approve the Directors' Remuneration Report for the year ended 30 June 
2010; 
 
3. to re-appoint Mr David Cade as a Director; 
 
4. to re-appoint Mr Ian Dighé as a Director; 
 
5. to re-appoint Mr Allan Jenkins as a Director; and 
 
6. to re-appoint KPMG Audit Plc as Auditors and to authorise the Directors to 
fix their remuneration. 
 
Special Business 
 
The following Special Resolutions were passed at the Annual General Meeting 
held on 26 October 2010: 
 
7. That in substitution of all subsisting authorities and powers to the extent 
unused: 
 
(A) the Directors of the Company be generally and unconditionally authorised in 
accordance with Section 551 of the Companies Act 2006 (the Act), to exercise 
all powers of the Company to allot shares in the Company or to grant rights to 
subscribe for or to convert any security into shares in the Company up to an 
aggregate nominal value of GBP252,769 provided that: 
 
(i) the maximum number of Ordinary shares which may be allotted pursuant to 
this authority will be 11,073,864; and 
 
(ii) the maximum number of C Shares and/or C1 Shares which may be allotted 
pursuant to this authority will be 100,000,000 in aggregate. 
 
This authority shall expire on the earlier of the date falling 15 months after 
the passing of this resolution and the conclusion of the Annual General Meeting 
to be held in 2011 (unless previously revoked, varied or extended by the 
Company in general meeting), but so that such authority shall allow the Company 
to make offers or agreements before the expiry of such authority which would or 
might require shares to be allotted or rights granted after such expiry and the 
Directors of the Company may allot such shares or grant such options in 
pursuance of such offer or agreement as if the authority conferred hereby had 
not expired; and 
 
(B) the Directors of the Company be and they are hereby empowered, pursuant to 
Sections 570 and 571 of the Act, to allot equity securities (within the meaning 
of Section 560 of the Act) or make offers or agreements to allot equity 
securities for cash pursuant to the authority conferred by paragraph (A) of 
this resolution and to sell equity securities that are held by the Company in 
treasury as if Section 561 of the Act did not apply to any such allotments and 
sales provided that this power shall be limited in the case of new issues of 
Ordinary shares, to the allotment of such equity securities at a price not less 
than the Dealing Value per Ordinary share as calculated for the Dealing Date 
(as such terms are defined in the Company's Articles of Association) on which 
such Ordinary shares are allotted. 
 
This power shall expire on the earlier of the date falling 15 months after the 
passing of this resolution and the conclusion of the Annual General Meeting to 
be held in 2011 (unless previously revoked, varied or extended by the Company 
in general meeting), except that the Company may before such expiry make offers 
or agreements which would or might require equity securities to be allotted or 
sold after such expiry. 
 
8. That the Company be entitled until the conclusion of the next Annual General 
Meeting of the Company to sell Ordinary shares from treasury at a discount to 
the prevailing net asset value per Share provided that: (i) the discount at 
which the Ordinary shares are sold is narrower than the weighted average 
discount at which they were acquired; and (ii) that the purchase price is not 
at a discount to the prevailing market price of an Ordinary share at the time 
of such sale. 
 
9. That in substitution for any prior authorisation, the Company be generally 
and, subject as hereinafter appears, be unconditionally authorised in 
accordance with Section 701 of the Act to make market purchases (within the 
meaning of Section 693 of the Act) of Ordinary shares (including Ordinary 
shares tendered for redemption in accordance with the Company's Articles of 
Association) provided that: 
 
(i) the maximum number of the Ordinary shares hereby authorised to be 
repurchased shall be 14.99% of the Company's issued share capital at the close 
of business on 26 October 2010, the date of the Annual General Meeting; 
 
(ii) the minimum price which may be paid for an Ordinary share shall be 0.025p; 
 
(iii) the maximum price (exclusive of expenses) which may be paid for an 
Ordinary share shall not be more than the lower of (a) the amount determined by 
the rules of the UK Listing Authority at the time of purchase (which currently 
set a maximum equal to 5% above the average of the market value of the Ordinary 
shares as derived from the Daily Official List of the London Stock Exchange for 
the five business days before the purchase is made or the higher of (i) the 
price of the last independent trade and (ii) the highest current independent 
bid at the time of purchase), and (b) the Dealing Value per Ordinary share (as 
such term is defined in the Company's Articles of Association) on a date 
determined by the Directors of the Company being not more than ten days before 
the day on which the purchase is made; and 
 
(iv) unless renewed, the authorities hereby conferred shall expire on the 
earlier of the date falling 15 months after the passing of this resolution and 
the conclusion of the Annual General Meeting to be held in 2011 (unless 
previously revoked, varied or extended by the Company in general meeting), save 
that the Company may, prior to such expiry, enter into a contract to repurchase 
Ordinary shares which will or may be completed or executed wholly or partly 
after such expiry. 
 
10. That the new Articles of Association of the Company laid before the Meeting 
and initialled by the Chairman for the purposes for identification be approved 
and adopted as the Company's Articles of Association, in substitution for and 
to the exclusion of all previous versions of the Articles of Association with 
effect from the conclusion of the Annual General Meeting. 
 
11. That a general meeting, other than an annual general meeting, may be called 
on not less than 14 clear days' notice. 
 
This announcement will be made available on the National Storage Mechanism 
website: http://www.hemscott.com/nsm.do 
 
Gartmore Investment Limited 
 
26 October 2010 
 
 
 
END 
 

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