Jupiter Fund Management PLC

AGM Information • May 22, 2020

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author: Colette Warren
date: 2020-05-22 08:13:00+00:00

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Jupiter Fund Management plc

Company number 06150195

At the General Meeting of the above company, duly convened and held on 21 May 2020, the following ordinary resolution was duly passed.

To approve the acquisition of Merian Global Investors Limited and authorise the Directors to allot the consideration shares

(A) the Acquisition, substantially on the terms and subject to the conditions set out in the sale and purchase agreement entered into by the Company and the shareholders of Merian (the “Sellers”) on 17 February 2020 relating to the Acquisition (the “SPA”) as summarised in the circular to shareholders of the Company dated 27 April 2020 be and is hereby approved and the directors of the Company (the “Directors”) (or any duly constituted committee thereof) be authorised: (1) to take all such steps as may be necessary or desirable in connection with, and to implement, the Acquisition; and (2) to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Acquisition (provided such modifications, variations, revisions, waivers or amendments are not material), and to any documents relating thereto, as they may in their absolute discretion think fit; and

(B) without prejudice to all existing authorities conferred on the Directors, the Directors be and are hereby generally and unconditionally authorised in accordance with the section 551 of the Companies Act 2006 to exercise all powers of the Company to allot new ordinary shares of two pence each in the capital of the Company, credited as fully paid, with authority to deal with fractional entitlements arising out of such allotment as they think fit consistent with the terms of the SPA, in connection with the Acquisition up to an aggregate nominal amount of £1,907,216.50, and which authority shall expire on the Longstop Date (as defined in the SPA), being 31 December 2020 or such later date as Mintaka LP and the Company may agree or as may be determined in accordance with the SPA (unless previously revoked or varied by the Company in general meeting), save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.