AVI JAPAN OPPORTUNITY TRUST PLC

AGM Information • May 1, 2024

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author: Longstaff, Olivia (Link Asset Services)
date: 2023-05-03 09:00:00+00:00

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Registered No. 11487703

Resolutions of

AVI JAPAN OPPORTUNITY TRUST PLC

(the “Company”)

At the ANNUAL GENERAL MEETING of the Company duly convened and held at 11:30 a.m. on Wednesday, 1 May 2024 at the offices of the Association of Investment Companies, 9th Floor, 24 Chiswell Street, London, EC1Y 4YY, the following resolutions were duly passed:

ORDINARY RESOLUTIONS

Resolution 10

THAT the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot equity securities (within the meaning of Section 560 of the Act) up to an aggregate nominal amount of £281,673, provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date which is 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, save that the Company may before such expiry make any 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 power conferred hereby had not expired.

SPECIAL RESOLUTIONS

Resolution 11

THAT, subject to the passing of resolution 10, the Directors be and are hereby generally and unconditionally authorised pursuant to Sections 570 and 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash and sell Ordinary Shares from treasury for cash as if Section 561 of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £140,836.

The authority granted by this resolution shall, unless renewed, varied or revoked by the Company, expire on the date which is 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or Ordinary Shares sold from treasury after such expiry and the Directors may allot equity securities or sell Ordinary Shares from treasury in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Resolution 12

THAT, subject to the passing of resolution 10 and in addition to the authority granted in resolution 11, the Directors be and are hereby generally and unconditionally authorised pursuant to Sections 570 and 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash and sell Ordinary Shares from treasury for cash as if Section 561 of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £140,836.

The authority granted by this resolution shall, unless renewed, varied or revoked by the Company, expire on the date which is 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or Ordinary Shares sold from treasury after such expiry and the Directors may allot equity securities or sell Ordinary Shares from treasury in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Resolution 13

THAT, in substitution of all existing authorities, the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares either for cancellation or to hold as Treasury Shares (within the meaning of Section 724 of the Act) provided that:

the maximum aggregate number of Ordinary Shares hereby authorised to be purchased

is 21,111,421;

the Directors be authorised to determine at their discretion that any Ordinary Shares purchased be cancelled or held by the Company as Treasury Shares;

the minimum price which may be paid for a share shall be 1p (exclusive of associated expenses);

the maximum price which may be paid for an Ordinary Share shall be the higher of: (i) 5 per cent. above the average of the mid-market value of the Ordinary Shares (as derived from the Daily Official List of the London Stock Exchange) for the five Business Days immediately preceding the date on which the relevant share is contracted to be purchased (exclusive of associated expenses); and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share of the Company on the London Stock Exchange; and

unless previously varied, revoked or renewed, the authority hereby conferred shall expire on the date which is 15 months after the date of the passing of this resolution or, if earlier, the date of the next Annual General Meeting of the Company save that the Company may prior to such expiry enter into a contract or arrangement to purchase Ordinary Shares under this authority which will or may be completed or executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares pursuant to any such contract or arrangement as if the authority hereby conferred had not expired.

Resolution 14

THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice.