Baillie Gifford US Growth Trust - Requisition update

The Board of US Growth Trust unanimously recommends Shareholders VOTE AGAINST ALL the Requisitioned Resolutions proposed by US hedge fund manager, Saba.

The Requisition proposes that shareholders be asked to consider a number of ordinary resolutions on a poll:

• to reduce the minimum number of directors to be not less than two;
• to remove the current independent board as directors of the Company; and
• to appoint Boaz Weinstein (founder and Chief Investment Officer of Saba) and Miriam Khasidy (wife of a trustee of Saba Capital Income & Opportunities Fund II) as directors of the Company with effect from the end of the general meeting.

Your Board is very concerned about the future of your Company and the potential value destruction for long-term investors if the proposals put forward by US hedge fund manager, Saba, are voted through. Those proposals involve Saba nominees replacing the current independent Board with a view to potentially appointing Saba itself as investment manager and changing the investment mandate. Board independence is very important as the Directors represent the interests of Shareholders as a whole and not any particular Shareholder that may have appointed them. For the reasons set out below, your Board unanimously recommends that you VOTE AGAINST ALL the resolutions that Saba have proposed and urges you to vote your Shares. Saba is counting on you not voting your Shares to give them the best chance of taking effective control of your Company. Accordingly, it is very important that you vote on the Requisitioned Resolutions as the future of your investment depends on it.

• The Company is successfully delivering on its investment mandate, with strong long-term performance, and it provides Shareholders with access to leading private companies of this generation, such as SpaceX, Databricks and Stripe, at low cost.
• With a supportive business environment in the US, the Company's shorter-term performance is recovering strongly following the challenging market environment post-pandemic that impacted growth equity investors, and the outlook is positive, both at a macro and a portfolio level.
• Saba's proposals lack detail, with potential material conflicts of interest. We believe Saba's interests are not aligned with those of long-term Shareholders.
• The Board believes that the best outcome for Shareholders as a whole is to VOTE AGAINST ALL the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting.

YOUR VOTE IS VERY IMPORTANT. YOU ARE STRONGLY ENCOURAGED TO VOTE AGAINST THE SABA RESOLUTIONS. The Company has appointed Georgeson (a trading name of Computershare Investor Services PLC) to liaise with Shareholders to ensure that Forms of Proxy are completed and submitted by the deadline stated above. If you need further help or assistance in voting your Shares, please email USA@georgeson.com for more information.

• You will receive a personalised Form of Proxy with your Notice of the Requisitioned General Meeting. To be valid, the Form of Proxy must be completed and returned to the office of the Company’s Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to arrive no later than 12 noon on 30 January 2025.
• Alternatively, you may register your proxy appointment(s) electronically by visiting Computershare’s website. Electronic proxy appointments must also be lodged no later than 12 noon on 30 January 2025.
• Appointment of a proxy does not preclude you from attending the Requisitioned General Meeting and voting in person.

If you have any questions relating to the completion and return of your Form(s) of Proxy or electronic proxy appointment(s), please contact Computershare’s Shareholder helpline on +44 (0) 370 703 6269 between 8.30am and 5.30pm (UK time) Monday to Friday (except on public holidays in England and Wales).