Baillie Gifford European Growth Trust plc

Legal Entity Identifier: 213800QNN9EHZ4SC1R12

General Meeting, 23 January 2020

Tender offer for up to 10 per cent. of the issued share capital of the Company

The following special resolution was passed at the General Meeting of the Company held on 23 January 2020, as detailed below:

Special Resolution

THAT, without prejudice to, and in addition to, and not in substitution for, any existing authorities, the Company be and is hereby authorised for the purpose of section 701 of the Companies Act 2006 (the "Companies Act") to make market purchases (within the meaning of section 693 of the Companies Act) of its issued ordinary shares of 25 pence each (the "Shares") following completion of the tender offer to all shareholders in the Company made by Peel Hunt LLP on the terms set out in the circular to shareholders of the Company dated 20 December 2019 (the "Circular") provided that:

·    the maximum aggregate number of Shares hereby authorised to be purchased is 4,024,436 Shares;

·    the price which shall be paid for a Share shall be the Tender Price (as defined in the Circular) (which shall be both the maximum and the minimum price for the purposes of section 701 of the Companies Act);

·    unless previously renewed, revoked or varied the authority hereby conferred shall expire at midnight on 30 April 2020 save that the Company may before such expiry make a contract or contracts to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed or executed wholly or partly after such expiry and may make a  purchase of Shares in pursuance of any such contract or contracts.

Baillie Gifford & Co Limited

23 January 2020