MONTANARO UK SMLR COS INV TST PLC

AGM Information • Jul 31, 2024

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title: 10
author: sdavidso
date: 2023-07-21 10:33:00+00:00

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Company Number: 3004101

THE COMPANIES ACT 2006

PUBLIC LIMITED COMPANY

MONTANARO UK SMALLER COMPANIES INVESTMENT TRUST PLC

SPECIAL RESOLUTIONS

(Passed on 25 July 2024)

At the Annual General Meeting of Montanaro UK Smaller Companies Investment Trust plc (the "Company"), duly convened and held at 53 Threadneedle Steet, London EC2 3AR on 25 July 2024 at 12.00 pm, the following resolutions were passed:-

ORDINARY RESOLUTION

1. Authority to allot shares

THAT, the Directors of the Company be and are hereby generally and unconditionally authorised (in substitution for any authorities previously granted to the Directors to the extent unused) pursuant to Section 551 of the Companies Act 2006 (the “Act”), to exercise all the powers of the Company to allot shares and to grant rights to subscribe for, or to convert any security into, shares in the Company (“Rights”) up to an aggregate nominal amount of £334,759 (being approximately 10% of the issued share capital, excluding treasury shares, as at 13 June 2024) provided that the authorities conferred on the Directors shall, unless renewed, varied or revoked by the Company in general meeting, 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 offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares or grant Rights in pursuance of such offers or agreements as if the authority conferred hereby had not expired. The Directors will use this authority when it is in the best interests of the Company to issue Ordinary shares for cash and will only issue new shares at a price representing a premium to the NAV per share at the time of issuance.

SPECIAL RESOLUTIONS

1. Disapplication of pre-emption rights

THAT, subject to the passing of Resolution 10 (and in substitution for all subsisting authorities to the extent unused but without prejudice to the exercise of any such power prior to the date hereof), the Directors be and are hereby empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 (the “Act”) to allot equity securities (within the meaning of Section 560 of the Act) and to sell equity securities held by the Company as treasury shares (as defined in Section 724 of the Act) for cash pursuant to the authority conferred by Resolution 10 as if Section 561 of the Act did not apply to any such allotment and of sales of equity securities, provided that this power:

shall expire at the conclusion of the Company’s next Annual General Meeting 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 any such offer or agreement as if the power conferred by this resolution had not expired;

shall be limited to the allotment of equity securities and/or sale of equity securities held in treasury for cash up to an aggregate nominal amount of £334,759 (being approximately 10% of the issued share capital (excluding treasury shares) as at 13 June 2024); and

shall authorise the Directors to issue equity securities at such issue price as the Directors may determine (including, without limitation, where equity securities are being issued from treasury at a price below the net asset value per Ordinary share (including income) of the Company at the time of the relevant issue).

1. Authority to buy back shares

   THAT in substitution for the Company’s existing authority to make market purchases of Ordinary shares in the capital of the Company (“Ordinary shares”), the Company be and is hereby generally and unconditionally authorised 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 Ordinary shares, provided that:

the maximum number of Ordinary shares hereby authorised to be purchased shall be 25,090,230, or if less, that number of Ordinary shares which is equal to 14.99% of the number of shares in issue immediately following the passing of this resolution;

the minimum price (excluding expenses) which may be paid for each Ordinary share is the nominal value of that share;

the maximum price (excluding expenses) payable by the Company for each Ordinary share is the higher of (i) 105% of the average closing market value of the Ordinary shares in the Company as derived from the Daily Official List of the London Stock Exchange, for the five business days prior to the date of the market purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange;

the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2025 unless such authority is renewed prior to such time; and

the Company may make a contract to purchase Ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary shares pursuant to any such contract.

All Ordinary shares purchased pursuant to the above authority shall be either:

held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act; or

cancelled immediately upon completion of the purchase.

…………………………………….

For and on behalf of Juniper Partners Limited

Company Secretary