CT UK CAP AND INC INV TRUST PLC

AGM Information • May 28, 2024

Company No: 02732011

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

of

CT UK CAPITAL AND INCOME INVESTMENT TRUST PLC (the "Company")

Passed on 7 March 2024

At an Annual General Meeting of the Company, duly convened and held at at Cannon Place, 78 Cannon Street, London, EC4N 6AG on 7 March 2024, the following resolutions were voted on by Poll and passed.

Ordinary Resolution

1. THAT, in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the passing of this resolution, the directors of the Company (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 shares in the Company and to grant rights to subscribe for, or convert any security into, shares in the Company ("Rights") up to an aggregate nominal amount of £2,593,396 (being equal to approximately 10 per cent of the Company's issued share capital (excluding treasury shares) as at 28 November 2023) generally from time to time on such terms as the Directors may determine, such authority to expire at the conclusion of the Annual General Meeting of the Company in 2025 or, if earlier, on the date which is 15 months after the date on which this resolution is passed (unless previously revoked, varied or extended by the Company in general meeting) save that the Company may at any time prior to the expiry of this authority make offers or enter into agreements which would or might require shares in the Company to be allotted or Rights to be granted after such expiry and notwithstanding such expiry the Directors may allot shares in the Company or grant Rights in pursuance of such offers or agreements as if the authority conferred by this resolution had not expired.

Special Resolutions

1. THAT, subject to the passing of Resolution 10 set out in the notice of the annual general meeting to be held on 7 March 2024 ("Resolution 10") and in substitution for any existing power, but without prejudice to the exercise of any such power prior to the passing of this resolution, the directors of the "Directors") be and are hereby generally and unconditionally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act"), to allot or make offers or agreements to allot, equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 10, and/or by way of a sale of treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

2. (i) shall be limited to the allotment of equity securities and the sale of treasury shares up to an aggregate nominal amount of £2,593,396 (representing approximately 10 per cent. of the issued share capital of the Company (excluding treasury shares) as at 28 November 2023); and

3. (ii) shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, on the date which is 15 months after the date on which this resolution is passed (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may before such expiry make offers and enter into agreements which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

This power applies in relation to the sale of treasury shares as if in the opening sentence of this resolution the words "subject to the passing of Resolution 10 set out in the notice of the annual general meeting to be held on 7 March 2024 ("Resolution 10") and" were omitted.

• 1. THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the passing of this resolution, the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies Act 2006 (the "Act"), to make market purchases (within the meaning of section 693(4) of the Act) of fully paid ordinary shares of 25 pence each in the capital of the Company ("ordinary shares") on such terms and in such manner as the directors of the Company (the "Directors") may from time to time determine (either for retention as treasury shares for future reissue, resale or transfer, or cancellation), provided that:
  2. (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 15,550,003 or, if less, the number being 14.99 per cent. of the issued ordinary share capital of the Company (excluding ordinary shares held in treasury) immediately prior to the passing of this resolution
  3. (b) the minimum price which may be paid for an ordinary share purchased pursuant to this authority shall be 25 pence;
  4. (c) the maximum price which may be paid for an ordinary share purchased pursuant to this authority shall be the higher of (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange Daily Official List) over the five business days immediately preceding the date on which the ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for such a share on the London Stock Exchange at the time the purchase is carried out;
  5. (d) the minimum and maximum prices per ordinary share referred to in sub-paragraphs (b) and (c) of this resolution are in each case exclusive of any expenses payable by the Company;
  6. (e) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, on the date which is 15 months after the date on which this resolution is passed, unless such authority is varied, revoked or renewed prior to such time by the Company in general meeting;

(f) the Company may, prior to the expiry of the authority hereby conferred, enter into a contract to purchase ordinary shares under such authority which will or may be completed or executed wholly or partly after such expiry and may make a purchase of ordinary shares pursuant to any such contract.

S McEllen For and on behalf of Columbia Threadneedle Investment Business Limited, Secretary