Welcome to the annual general meeting of Finsbury Growth and Income Trust PLC. The time is now just after 12:00 noon. I'm pleased to confirm that this meeting is quorate, I guess that's quite obvious really, and can now proceed to the business of the day.
May I start by introducing your board of directors? My name is Pure Wall. To my immediate right is James Ashton. To his right is Kate Cornish Bowen. To her right is Sandra Kelly, who chairs our audit committee and is also our senior independent director. And to her right, last but by no means least, is Lorna Tilian.
It is a particular privilege to address you today, not only as chairman for the first time, but also in this historic year, as today, and I mean today, the company celebrates its centenary, having been incorporated by four Scotsmen in Edinburgh a hundred years ago.
We moved this annual general meeting forward by a week so that we could hold this meeting on our centenary, and I want to thank you all for attending today. I know some of you have come from far and wide. And I'm also told that this is the largest attendance that we've had in at least 20 years. And finally, I'd like to welcome those people who are online, because this is the first time we're doing a hybrid meeting with people in the room and online. So, welcome everybody.
Some of you may have watched the video in the crypt which is being shown, and it provides a short history of our company, and I hope you enjoy watching it. If you've watched it already, great, I'd welcome your comments on it. But if you haven't, please do watch it afterwards. The video will be available to view on the company's website following the conclusion of the AGM. In addition to that, you will have seen some of the banners that are on the side of the room, which provide details on some key specific events over our centenary. And also on our website there's a 30 or so page document which provides more details for those of you that are interested in the history of the company.
The past few years have been a challenging period for the company. While we have seen pockets of positive performance, overall returns have fallen short of our long-term expectations and below the wider market. This is disappointing, and the board fully recognizes the impact this has had on shareholder confidence. Over the past year, the board has undertaken extensive engagement with shareholders. These conversations have been invaluable in shaping our actions and priorities, ensuring we remain fully aligned with shareholder expectations.
In direct response to this feedback, we've taken several steps. Firstly, the introduction of a continuation vote. Secondly, we've delivered some £600,000 of savings through reductions in management fees, reinforcing our commitment to drive better value for you, our shareholders. Thirdly, we've taken decisive action on capital allocation. More than 20% of the company's shares have been bought back across 2024 and 2025, a substantial deployment of capital aimed squarely at protecting and enhancing shareholder value. This disciplined focus on share buybacks has had a clear and positive impact. The discount this week stands at 5.3%, the lowest it's been for over two years.
We've also continued close engagement with the portfolio manager to understand the drivers of recent performance. Much of the shortfall reflects the portfolio's distinct investment style, with lower exposure to cyclical value stocks and higher exposure to consumer staples and digitally enabled businesses, many of which have faced headwinds in recent years. Certain stock-specific issues have also played a role. Despite these challenges, the board remains confident in the long-term strength of the investment process. This is the same disciplined approach that delivered attractive outperformance for two decades prior to 2021. We believe the portfolio is now appropriately positioned for future recovery and long-term value creation.
You'll hear much more about the underlying portfolio when Nick Train presents to you after the formal business of the meeting. We shall now move to the formal business of this annual general meeting, following which you will receive a presentation from Nick, as I mentioned a few moments ago. I will now mention the order of the items of business listed in the notice convening this meeting. The resolutions have not been listed in order of priority or importance.
The first 11 resolutions, together with resolution number 13, are items of ordinary business and include matters which, by law or stock exchange requirements, must be dealt with at every annual general meeting. For the first time in the company's history, we've proposed a continuation vote, which is set out in resolution 12. As stated in my review within the annual report, we will continue to evaluate the results of the continuation vote and we'll take whatever actions are necessary to deliver value to our shareholders.
The proposals contained in resolutions 14 to 17, namely the authorization for the board to disapply rights on the allotment of new shares, to resell shares out of treasury, to repurchase shares, and to hold general meetings other than the annual general meeting on at least 14 days' notice, are all resolutions considered desirable to enable the business of the company to continue as normal. You should have all received the notice convening this meeting dated the 2nd of December 2025. And with your permission, I would like to take the notice as read.
Thank you. If anyone has any questions relating to any of the items set out in the notice, I or our advisers will try to answer them now. For those of you joining virtually, there will also be an opportunity to ask questions via the virtual platform. If you do have a question or a comment, please state your name and in what capacity you are asking your question. So, I now open the floor to any questions, and if you do have a question, please stick your hand up. There will be a roving mic that will come to you, and I or my fellow board members will endeavour to answer your question.
Roger Mayhew, private shareholder holding his shareholding on the Hargreaves Lansdown platform. And I've been a shareholder for a good number of years now and I regard it as a long-term part of my portfolio. Perhaps this is a slightly embarrassing question, but I'd like an explanation. As you know, this year the dividend for one of our largest shareholdings was cut. Lindsell Train Investment Trust, the dividend was cut. And I'm not saying that there's anything wrong per se in that. But I'm quite a diligent shareholder and one of our largest shareholdings is Lindsell Train Investment Trust, and one of their largest shareholdings is Lindsell Train Investment Management. Now there's nothing wrong in them cutting the dividend because the earnings weren't there, perhaps, to have a sustainable one. But I was a bit surprised when I went on to Companies House and I took out the accounts of Lindsell Train Investment Trust. I found that although my dividend had been cut this year, and I mainly hold it as an income part of my portfolio, I was surprised to see that the directors had decided to pay themselves more in fees, even although as shareholders we had had a cut in our dividend. [sighs] Have you as a board [laughter] — since Lindsell Train Investment Trust is one of the larger shareholdings of Finsbury Growth and Income — have you got an explanation for why the directors have decided in this year to increase their take from the trust, whereas we shareholders have had to take a cut in our income? Many thanks.
Okay. Let me try and answer that as best as I can. Firstly, our investment, that is Finsbury Growth's investment in Lindsell Train Investment Trust, is actually very small. It does not feature anywhere near our top 10. And indeed, for those of you who are very familiar with the portfolio, you'll know that our top 10 investments represent around 90% of the overall value of our company. With regard to the question around directors' fees in Lindsell Train Investment Trust, I'm afraid I would need to direct you to the board of Lindsell Train Investment Trust to answer that question, because that is not within our remit except as a shareholder, and given that it is a small shareholding for us, we leave that to them. And the final point I would make, sir, is that there are certain tax rules that drive the minimum dividend that an investment trust needs to pay, and I'm going to assume, and I'm reasonably confident this is the case, that Lindsell Train Investment Trust PLC has followed those rules, and if their income constraints mean that they have to pay a smaller dividend, well, that is a decision for that company and not one for us. I don't know if any of my fellow directors want to add anything to that.
Other than just to say that the proportion of the holding is actually about half a percent of our portfolio, just to give you that.
So it's half a percent of our portfolio. Can I move on? Are there other questions? There's a gentleman towards the back on the left, my left.
Thank you, Phil Clark, long-term shareholder. I'm a bit surprised that we're being asked to vote on the continuation before we've heard from the investment manager. Can we just swap that around, please?
That's a good question. I think we probably could do that, although I would say to you that it's normal practice for us to do the formal business and then hand over to the investment manager. I will give you an indication once we've gone through the resolutions of what the voting position has been, and I don't want to preempt that, but I don't think that it will influence the overall position.
Gentleman over there to the right.
Thank you, Chair. My name is Henry Chua. I'm a shareholder on the Interactive platform. You made very interesting comments about the reduction in management fees to mitigate shareholder pain. That is to be welcomed, but I think the board should go further, and I think the management company should agree. Even though our net asset value discount and share price discount is not very big, under 10%, I think it would be sensible for the board to request the manager to charge the management fee on the basis of the lower of net asset value or share price.
I can answer that question very directly. We already pay fees on the basis of the share price. So we do not pay on net asset value. So that is already in place, sir.
The other point I'd like to make is, there is resolution number 12, the continuation of the company. No doubt, without even looking at, without any knowledge of what the proxy vote has already been cast, I feel that the company will continue. But looking at the annual report, it doesn't appear that the directors are very, shall we say, supportive of the company; it doesn't show any real commitment. If I look at the report, the total number of shares bought last year by the existing directors amounts to 513 shares in total. That is less than £5,000 in value. What does that signal send to me to vote on this continuation vote? Thank you.
I will speak for myself, sir, and if any of my fellow directors want to comment, they can do so. Firstly, I would say all of your directors hold shares in the company, and whilst it's not a requirement of their directorship, they do so voluntarily, and I think that shows an alignment of interests with shareholders. I myself have held shares for now a little over two years, and I reinvest the dividend each year. Now, I think everyone has to look at their own personal circumstances and situation and decide what is their risk appetite and indeed what they can afford to do. I think what is very relevant is that none of your directors have sold any shares in the company, and given the investment that they've made and continue to make, that is, from my perspective and from the discussions that I have with the board, they are all very supportive of the company and supportive of the investment approach that is applied by Nick Train and Lindsell Train. Do any of you want to — any of my directors want to make a comment?
No, I would just echo — I think that we are very supportive of the trust and firmly believe in the continuation of the trust, and as P has been articulating. So, yeah.
Okay, there's another question here. There's two on this side. So to the gentleman at the back first.
Good morning, Guy McNorton, private shareholder. In this room are a couple of hundred people who make their own decisions to invest. They've invested in this company. The board did not contact me to ask me what I thought should happen. You contacted presumably wealth managers, private banks, institutional investors. But I think the board could have gone a step further and could have contacted us individual shareholders who represent 38.6% of the shares, i.e. the greater number of shares. So it would have been helpful, and I would like to ask you to do this in future, when you are consulting shareholders about changes to the business: take the opportunity to consult us. We read in the press that investment trusts are challenged because of the other forms of investment that people can make, because, you know, they're typically cheaper, etc. We all choose to support this industry for very good reasons. But it is about time that the industry chose to consult directly with us. I don't know how you're going to do it, but that is not a difficult thing to come to terms with. And I'm sure there would have been a number of suggestions from this group and others which would have helped you determine the future, and I don't just mean the vote ultimately, I mean in relation to fees and other aspects of the business. Thank you.
Thank you for those comments and question. Let me say we have in excess of 25,000 private shareholders. We wrote to them in December, having got the relevant information from the platforms, because quite a number of you, as a previous gentleman said, and in fact a couple of gentlemen have said, invest through platforms. It is not the easiest thing in the world to get information out of the platforms in order to be able to contact you, the individual shareholders, directly. But it was for that reason that we invoked something called, it's a technical term, a section 793 letter. But we wrote to you all: A, encouraging you to come to this meeting and, B, to in fact do exactly as you suggest, sir, which is engage with you. For us, today is a very important part of engaging with our retail shareholder base, and in fact I suspect 38% is a low number, because once you work through the platforms it'll be a much higher number than 38%. We make a lot of effort in having this meeting and we commit a lot of time to it, and both immediately before the meeting and indeed afterwards we will stick around for as long as shareholders want to stay, and we will engage with you. And the primary reason for us doing so is to get your views and your opinions. And let me just say, the continuation vote is an opportunity for you to voice your thoughts, and that's one of the primary drivers that we decided to go with it, rather than just engage, as you rightly say, with the institutional shareholders. Anything else to add?
There is something called GDPR. So we can't contact you. So I would suggest, and this might be a wrong suggestion, that anyone who wants direct contact leaves their email address with us so that we can contact you directly. Regulation forbids us to contact you unless you opt in.
I would just add — to echo what P said about our thinking around why we had the continuation vote, in order to make sure we're reaching all shareholders, not those that just own the largest stake and perhaps have the easy channels to the company and so on. There is an inconsistency at the moment. There's a great drive, you might have seen it in the media, that the government and others want greater retail investment shareholding, good for society, good for the economy and so on. And yet at the same time, because so many people invest through the platforms, it's actually really difficult for not just investment trusts but companies to reach their ultimate beneficial owners. There is a piece of work at the moment through the dematerialisation task force that will include service level agreements for the platforms, so that we hope, not just around voting but actually around communication, we can use these platforms to reach you and not frustrate that communication.
I just want to convey the same thing. We spend a lot of time trying to work out how we can hear what you really want. That is absolutely what we're doing. And if you speak to Victoria Hill, who's our company secretary, there is somewhere where you can sign on to receive any information that you'd like to receive.
Sorry. Can we just pass the microphone so we could hear that?
People will have signed up for the email alert service. So, we've already signed up. You already have our email address, and if you need to ask us for permission to use it for other purposes, then by all means, because I would certainly say yes.
Okay, thank you for that. We will do so. And let me just also say, look, we're very open to having communications with you and you can write to us. In the year that I've been the chair, I think this is right, I've had one note in from a shareholder. So, look, whilst I'm not necessarily saying I want the floodgates to open, I do encourage you to engage with us, and in the same way we will engage with you and find the right balance to achieve. I think there was a lady here near the front — just there. Okay, there's another — sorry, someone else has taken the mic.
Mr Chairman, Monica Renom, shareholder. Very brief comments. I got a letter from you. I got an email from Hargreaves Lansdown, which is a very rare event. I got the annual report from you, but there were no voting papers in it. As I was coming today, I didn't make a complaint, but it seems a bit strange as I took the trouble to buy a certificate some years ago. I'm dreading the dematerialisation because I'll be in the same position I was three years ago. And please could you let the manager speak to us before we fill in this form?
Jane Perry, private shareholder. I got that letter in December as well. I don't recall it asking me what I thought about your proposals. All I remember is that it was very similar to the one inviting me to come to the AGM. However, my question was: did it occur to anybody that the new logo looks remarkably like Foreign and Colonial?
I don't know what to say to that, but we spend quite a lot of time and effort, and different options, coming up with something that we thought was appropriate. But we'll take that comment on board. With regard to your first point about the letter that we wrote to you in December, we're restricted in what we can say to you in that kind of formal letter. However, it was also an attempt by us to try and engage with you as our shareholders directly in order to get the information from you about your email addresses where we don't have them. And maybe I'm giving up too much information here, but we have, as I mentioned earlier, in excess of 25,000 private shareholders, and we only have about a thousand email addresses. So it's actually a very small number, and therefore, if I could encourage you, then we can get more information about you, we can have direct contact with you, and we'd be delighted to do so. There's a gentleman there.
Thank you. Mark Hackit, private shareholder through Hargreaves Lansdown. Could you please comment on this? I think there's some confusion in the room as to who are the shareholders when they hold shares through a platform. My understanding is that the shares are owned by the nominee company, which is Hargreaves Lansdown. Therefore, you won't receive voting papers because you are not able to vote. When you get on the Hargreaves Lansdown platform, once you learn how to do it, it's pretty easy to vote, and you give instruction for your company to vote on your behalf. You don't vote yourself, and there is a little link on the Hargreaves Lansdown platform where you can just log in and vote to your heart's content. They're all there for all the trusts I own; it pops up and you can easily vote. But the shareholders in the room are not the shareholders that they think they are. The shares are owned by the nominee company, and you have to instruct your nominee company how to vote on your behalf.
You're exactly right, sir. In our annual report towards the back, we actually provide information on how you can vote through a nominee, and rather sadly, different platforms have different approaches. Some make it easy and some not. But thank you for that intervention; it's much appreciated. Gentleman there again.
Chair, can I just comment on your fellow director's mention about GDPR? I hold shares in Rothschild on the same platform as I hold my shares for this company. And yet Rothschild was able to send me a letter asking me whether I want to engage or not. So I think this GDPR is very easy as a red herring to be thrown around, but it's also a question of whether the company really wants to engage.
Thank you. We'll take that away, sir, if we may. And let me assure you we do want to engage, be in no doubt about that.
Excuse me. Do you mean St James's Place or Rothschild Investment Trust?
You must have opted in at some stage, because you cannot send any — it's really, I mean, I know from another company I'm involved in, we would love to communicate with our underlying shareholders. It's a Wimbledon debentures business and we are not allowed by compliance and regulation to target other interesting material to them because it's seen as marketing. So you must tell us which buttons you press there.
I receive the report, your report. The Ros—
Okay, we'll take that away, sir. We've got people online, so I'd just like to go through Matt, who's standing at the back. Matt, do you want to ask some questions online? And, sir, I'll come back to you.
Yes, this is from a shareholder called Martin. I understand the chairman's statement that the trust did very well for two decades to a point around five years ago when the success of the trust has been more challenging. I'm looking forward to hearing why continuance of the current approach is appropriate given the world changes, and some would argue the pace of change has increased, and perhaps appropriate change is what is required to optimise performance.
I think we should defer to Nick's presentation, where I know he will talk about why he thinks staying where we are today is the right thing to do. So I'm not going to try and speak for him, but I would request that that gentleman virtually stays on and listens to what Mr Train has to say. Can I go back to that gentleman at the back there?
Thank you very much. My name is Robert Britain. I'm also at the moment a long-term private shareholder. You've already drawn attention to the size of the buybacks that have been taking place last year, which, as you say, reduced the size of the trust by 20%. And this trend seems to have continued in the current year at an even higher rate currently than in the three and a half months since 30th of September. My concern, and I just want to sound out the board's sense on this, is whether the size of these buybacks is having an adverse impact on the trust itself, because it seems to me, and it's fairly obvious from the front page of the accounts, that what's happening is that the more liquid investments that we're being told elsewhere in the annual report are the surefire long-term winners are the ones that are being sold to fund these buybacks at such a level. I've also noticed that the rate of growth of the dividend of the trust itself seems to be falling, and in fact for the year 2025 the dividend that was paid out was not covered by revenue earnings for the 2025 year. The revenue return was less than the size of the dividend, is what I'm trying to say. I also query whether buybacks at this level make it easy for the trust to be managed. I mean, I suppose as long as the investments are very liquid, it's possible to carry on at this sort of level. But it does seem to me that a 5% discount is not necessarily a fair point between the interests of long-term shareholders like myself and those who are exiting, particularly when short-term performance is poor. And I dare say we're going to hear indications, and we'll either believe them or not, when Mr Train stands up. But I'm concerned at the moment this size of buyback is not acting in the best interests of remaining shareholders, and I just wondered if the board have any comments.
Several observations, if I may. Firstly, our view is that if we did not do the buybacks then the discount would be greater. And one of our fundamental responsibilities is to be able to provide liquidity to all shareholders, and if there are shareholders that don't want to remain invested in the company, then one surefire way of addressing that is through share buybacks. I would also point out that there is accretion to remaining shareholders every time we do share buybacks. It might not be an enormous number, but it does accumulate over time, and I think, and I hope this is right, that that number cumulatively is now running at in excess of £10 million, and I thought it was nearer £20 million, but I could be wrong on that. So there is value. But having said all of that, we're acutely conscious of the fact — what do the buybacks do? They provide liquidity for those that don't want to stay and they reduce the size of our company. And we debate quite long and hard about how long and how strongly we should continue to do this. And that's a question, it's a bit like a crystal ball. I can't give you a definitive answer to that question, but let me assure you we spend a lot of time and energy managing that. On the dividend point, where the dividend that we declared last year wasn't covered by the earnings, there's actually a relatively simple answer to that. One company, one of our largest investments, delayed its dividend declaration towards the end of our year end last year and delayed it from typically August through to October, and the impact of that was that it was paid in October. So had it paid its dividend at a normal time we would have been fully covered. That's right, isn't it, Sandra? I have to check with my audit committee chair in case I get that wrong. But I hope that gives you an explanation. There's a gentleman here on my right.
Peter Harris, private shareholder. Very simple question: will we be given the opportunity to ask questions after the investment manager has spoken?
