JUPITER GREEN INVESTMENT TRUST PLC

AGM Information • Sep 2, 2021

JUPITER GREEN INVESTMENT TRUST PLC (THE 'COMPANY') Registered Number: 05780006

Certified copy of Ordinary and Special Resolutions passed under Special Business at the Annual General Meeting of the Company held at the offices of Jupiter Asset Management Limited, The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ on Wednesday, 1 September 2021 at 11:30 a.m.

Ordinary Resolutions:

Resolution 11.

That the company continue to offer shareholders the ability to purchase additional shares by way of the annual subscription rights facility.

Resolution 12.

That the directors of the company be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 ('the Act'), in substitution for and to the exclusion of any existing authority previously conferred on the directors under Section 551 of the Act, to allot shares in the capital of the company ('shares') up to a maximum aggregate nominal amount of £7,169 provided that this authority shall expire at the conclusion of the next Annual General Meeting of the company after the passing of this resolution save that the company may, before such expiry, make an offer or agreement which would or might require shares to be allotted after such expiry and the directors may allot shares in pursuance of such an offer or agreement as if the authority hereby conferred had not expired.

Special Resolutions:

Resolution 13.

That the directors of the company be and are hereby granted power pursuant to Section 570 and/or Section 573 of the Companies Act 2006

('the Act') to allot equity securities (within the meaning of Section 560 of the Act) for cash either pursuant to the authority conferred by resolution 12 or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

• a) the allotment of equity securities up to an aggregate nominal amount of £2,150; and
• b) in addition to the authority referred to in (a) above, in connection with an offer of equity securities by way of a rights issue or open offer to ordinary shareholders in proportion as nearly as may be practicable to their existing holdings subject to such limits or restrictions or other arrangements as the directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates. legal, regulatory or practical problems in, or under the laws or requirements of, any territory or the requirements of any requiatory body or stock exchange or any other matter, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the company after the passing of this resolution save that the company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if the authority hereby conferred had not expired.

Resolution 14.

That the company be and is generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the 'Act') to make one or more market purchases (within the meaning of Section 693 of the Act) of ordinary shares provided that:

• a) the maximum number of shares that may be purchased is 3,212,853 ordinary shares, being 14.99% of the issued number of ordinary shares at the date of passing the resolution;
• b) the minimum price which may be paid shall be 0.1 pence per ordinary share;

• c) the maximum price (excluding the expenses of such purchase) which may be paid for each ordinary share shall be the higher of:

• (i) 105% of the average middle market quotations for such ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is purchased; and

• (ii) the higher of the price of the last independent trade and the highest current independent bid as stipulated by Article 5(1) of Commission Regulation EC 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buyback programmes and stabilisation of financial instruments (No. 2273/2003); and
• d) unless renewed, the authority shall expire at the conclusion of the next Annual General Meeting of the company after the passing of this resolution save that the company may, prior to such expiry, enter into a contract to purchase shares which will or may be completed or executed wholly or partly after such expiry.

Resolution 15.

That a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Resolution 16.

That the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

Certified as a true extract

$R.A.$ Nay $W.$

Michael Naylor Chairman 1 September 2021