Liontrust Asset Management PLC

AGM Information • Sep 27, 2024

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author: Katie OBrien
date: 2024-09-27 12:10:00+00:00

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Company number 02954692

THE COMPANIES ACT 2006

Company Limited by Shares

Liontrust Asset Management Plc

Resolutions Passed: Thursday 22 September 2023

The below listed resolutions were duly passed at the Annual General Meeting of Liontrust Asset Management Plc (the “Company”) convened and held at The Savoy Hotel, Strand, London, WC2R 0EZ on Thursday 22 September 2024 at 2pm. Resolutions 1 to 15 were passed as Ordinary Resolutions and resolutions 16, 17, 18 and 19 were passed as Special Resolution

Ordinary resolutions

To receive and adopt the Annual Report and Accounts for the year ended 31 March 2024.

To approve the annual report on remuneration for the year ended 31 March 2024.

To approve the Directors’ Remuneration Policy to take effect from the conclusion of the AGM as set out on pages 109 to 119 of the Annual Report and Accounts for the year ended 31 March 2024.

To re-elect John Ions as a Director.

To re-elect Vinay Abrol as a Director.

To re-elect Mandy Donald as a Director.

To re-elect Rebecca Shelley as a Director

To re-elect Miriam Greenwood as a Director.

To reappoint KPMG LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next annual general meeting at which accounts are laid before the company.

To authorise the Directors to determine the auditor’s remuneration.

THAT, in substitution for all existing general authorities (but without prejudice to (i) any allotments made pursuant to the terms of such authorities; and (ii) to the specific allotment authority granted in respect of the proposed acquisition of GAM Holding A.G. which was granted at a general meeting of the Company on 7 July 2023 and which specific authority shall remain in place until expiry in accordance with its terms), the Directors are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act to exercise all the powers of the Company to:

(a) allot shares in the capital of the Company and to grant rights to subscribe for, or to convert any security into, shares in the capital of the Company (“Relevant Securities”) up to an aggregate nominal amount of £216,451 (representing one-third of the share capital of the Company (excluding treasury shares) as at 11 August 2023) (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph 11(b) below in excess of such sum); and

(b) allot Relevant Securities comprising equity securities (within the meaning of section 560 of the Companies Act) up to an aggregate nominal amount of £ 432,902 (representing two thirds of the share capital of the Company (excluding treasury shares) as at 11 August 2023) (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph [11(a)] above) in connection with an offer by way of rights issue in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares, but subject to such exclusions, limits, restrictions or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements, treasury shares, record dates or any legal, regulatory or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange, such authority to expire (unless previously revoked, varied or renewed) on 21 December 2024 or, if sooner, the conclusion of the next annual general meeting of the Company, provided that the Company may, before such expiry, make an offer or agreement which would, or might, require Relevant Securities to be allotted after such expiry, and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

THAT, in accordance with sections 366 and 367 of the Companies Act, the Company and all companies which are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised, during the period beginning with the date on which this resolution is passed and ending on 21 December 2024 or, if sooner, the end of the next annual general meeting of the Company, to incur political expenditure not exceeding £50,000 in total.

THAT:

(a) the Liontrust Asset Management Plc 2024 Long Term Incentive Plan (the “2024 LTIP”), constituted by the rules produced to the meeting and signed by the Chair for the purposes of identification (the principal terms of which are summarised in appendix A to this notice) (the “2024 LTIP Rules”) be and is approved and the Directors be and are authorised to adopt the 2024 LTIP Rules and to do all acts and things necessary or desirable to implement and operate the 2024 LTIP; and

(b) the Directors be authorised to establish further plans based on the 2024 LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the 2024 LTIP.

THAT:

(a) the rules of the Liontrust Asset Management Plc Company Share Option Plan (the “CSOP”), the principal terms of which are summarised in appendix B to this notice, and a copy of which is produced to the meeting and signed by the Chair for the purposes of identification, be approved and the Directors be authorised to do all things which they may, in their discretion, consider necessary or expedient to operate and give effect to the CSOP; and

(b) the Directors be authorised to establish further plans based on the CSOP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the CSOP.

THAT:

(a) the trust deed and rules of the Liontrust Share Incentive Plan (the “SIP”), the principal terms of which are summarised in appendix C to this notice, and a copy of which is produced to the meeting and signed by the Chair for the purposes of identification, be approved and the Directors be authorised to do all things which they may, in their discretion, consider necessary or expedient to operate and give effect to the SIP; and

(b) the Directors be authorised to establish further plans based on the SIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the SIP.

Special resolutions

THAT, subject to the passing of Resolution 11 above, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

(A) allotments for rights issues and other pre-emptive issues;

    (B) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £64,934; and

(C) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) or paragraph (B) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 21 December 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

THAT subject to the passing of Resolution 11 above, the Board be authorised in addition to any authority granted under Resolution 14 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

(a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £ 64,934 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

(b) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 21 December 2024  but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired

That in substitution for all existing and previous authorities, the Company be generally and unconditionally authorised pursuant to section 701 of the Companies Act to make market purchases (within the meaning of section 693(4) of the Companies Act) of its own ordinary shares of one penny each in such manner and on such terms as the Directors may from time to time determine provided that:

    (a) the maximum number of shares hereby authorised to be acquired is 6,493,538;

    (b) the maximum price which may be paid for an ordinary share is 5 per cent above the average of the middle market quotations for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased (exclusive of expenses);

    (c) the minimum price exclusive of expenses which may be paid for each ordinary share is one penny (exclusive of all expenses); and

    (d) this authority shall expire (unless previously revoked, varied or renewed) on 21 December 2024, or, if sooner, the conclusion of the next annual general meeting (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which will or might be executed wholly or partly after such expiry, where the Company may make a purchase of ordinary shares in pursuance of any such contract or contracts), unless such authority is renewed prior to such time.

That general meetings (other than any annual general meeting) of the Company may be called on not less than 14 clear days’ notice.

Katie O’Brien

Katie O’Brien

Deputy Company Secretary