POLLEN STREET PLC

AGM Information • Jun 22, 2022

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author: Murray, Marco (Link Asset Services)
date: 2021-06-09 10:36:00+00:00

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Company Number: 09899024

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

NOTICE OF RESOLUTIONS OF

HONEYCOMB INVESTMENT TRUST PLC

(the “Company”)

PASSED ON 22 JUNE 2022

At the Annual General Meeting of the Company duly convened and held at 11.30am on 22 June 2022 at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, the following Resolutions were duly passed: -

Ordinary Resolutions

THAT the Directors be generally and unconditionally authorised, in addition to all subsisting authorities, to exercise all the powers of the Company to allot ordinary shares of £0.01 each in the capital of the Company (“Ordinary Shares”), and to grant rights to subscribe for or to convert any security into Ordinary Shares for any purpose, up to an aggregate nominal amount of £34,973.43 such authority to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on 31 August 2023) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require Ordinary Shares to be allotted or rights to subscribe for or convert securities into Ordinary Shares to be granted after the authority ends and the Board may allot Ordinary Shares or grant rights to subscribe for or convert securities into Ordinary Shares under any such offer or agreement as if the authority had not ended.

THAT, in addition to all subsisting authorities (including any authority granted pursuant to Resolution 10), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot Ordinary Shares, and to grant rights to subscribe for or to convert any security into Ordinary Shares for any purpose, up to an aggregate nominal amount of £34,973.43, such authority to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on 31 August 2023), but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require Ordinary Shares to be allotted or rights to subscribe for or convert securities into Ordinary Shares to be granted after the authority ends and the Board may allot Ordinary Shares or grant rights to subscribe for or convert securities into Ordinary Shares under any such offer or agreement as if the authority had not ended.

Special Resolutions

THAT, if Resolution 10 is passed, the Directors be given power, in addition to all subsisting powers, to allot Ordinary Shares under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares as if section 561 of the Companies Act 2006 (the “Act”) did not apply to any such allotment or sale, up to an aggregate nominal amount of £34,973.43, provided that in the case of any Ordinary Shares allotted the issue price is no lower than the latest published net asset value per Ordinary Share (as calculated in accordance with the Company’s policies existing from time to time), such power to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on 31 August 2023), but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Ordinary Shares to be allotted (or treasury shares to be sold) after the power ends and the Directors may allot Ordinary Shares (and sell treasury shares) under any such offer or agreement as if the power had not ended.

THAT, if Resolution 11 is passed, the Directors be given power, in addition to all subsisting powers (including any powers granted pursuant to Resolution 12), to allot Ordinary Shares and/or to sell Ordinary Shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £34,973.43, provided that in the case of any Ordinary Shares allotted the issue price is no lower than the latest published net asset value per Ordinary Share (as calculated in accordance with the Company’s policies existing from time to time), such power to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on 31 August 2023), but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Ordinary Shares to be allotted (or treasury shares to be sold) after the power ends and the Directors may allot Ordinary Shares (and sell treasury shares) under any such offer or agreement as if the power had not ended.

THAT the Company be and is hereby generally and unconditionally authorised pursuant to section 701 of the Act to make one or more market purchases (as defined in section 693 of that Act) of Ordinary Shares on such terms and in such manner as the Directors may determine from time to time, provided that:

the maximum aggregate number of Ordinary Shares that may be acquired under this authority is 5,242,517;

the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is its nominal value;

the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is the higher of: (i) an amount equal to 105 per cent. of the average of the mid-market values for the Ordinary Shares for the five business days immediately preceding the day on which the Company contracts to purchase the Ordinary Share; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent purchase bid at the time on the trading venue on which the purchase is carried out; and

Ordinary Shares purchased pursuant to the authority conferred by this resolution shall be either (i) cancelled immediately upon completion of the purchase, or (ii) be held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act,

such authority to expire at close of business on 31 August 2023 or, if earlier, on the conclusion of the next annual general meeting of the Company but, in each case, during this period the Company may enter into a contract to purchase Ordinary Shares which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended.

1. THAT any general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days’ notice, such authority to expire at the conclusion of the next annual general meeting of the Company.