CC JAPAN INCOME & GROWTH TRUST PLC

AGM Information • Mar 23, 2022

---

author: Stephenson Harwood
date: 2022-03-15 15:26:00+00:00

---

CC Japan Income & Growth Trust plc (the "Company")

COMPANY No: 9845783

This is to confirm that at the Annual General Meeting of CC Japan Income & Growth Trust plc, duly convened and held at the offices of Stephenson Harwood LLP, at 1 Finsbury Circus, London EC2M 7SH, United Kingdom.

On the 22nd of March 2022.

The following resolutions were passed. Resolutions 13 to 16 were passed as special resolutions.

Ordinary resolutions

1. To receive the Company’s Annual Report and Accounts for the year ended 31 October 2021, with the reports of the Directors and auditors thereon.

2. To approve the Directors’ Remuneration Implementation Report included in the Annual Report for the year ended 31 October 2021.

3. To re-elect Kate Cornish-Bowden as a Director of the Company, having been appointed by the Board.

4. To re-elect Harry Wells as a Director of the Company.

5. To re-elect Peter Wolton as a Director of the Company.

6. To elect June Atiken as a Director of the Company.

7. To elect Craig Cleland as a Director of the Company.

8. That the Company continues in existence as an investment company.

9. To authorise the Directors to declare and pay dividends on a semi-annual basis.

10. To reappoint Ernst & Young LLP as auditors to the Company.

11. To authorise the Directors to fix the remuneration of the auditors until the conclusion of the next Annual General Meeting of the Company.

12. That the Directors be and are hereby generally and unconditionally authorised (in substitution for all subsisting authorities to the extent unused) to exercise all powers of the Company to allot relevant securities (as defined in section 551 of the Companies Act 2006) up to an aggregate nominal amount equal to £134,730.61 PROVIDED THAT the Directors may not allot relevant securities of an aggregate nominal amount more than 10% of the nominal value of the issued share capital (excluding Treasury Shares) at the date of the Annual General Meeting and that this authority shall expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2022 or, if earlier, on the expiry of 15 months from the passing of this resolution (the “section 551 period”) but so that the Directors may, at any time prior to the expiry of the section 551 period, make an offer or agreement which would or might require relevant securities to be allotted after the expiry of the section 551 period and the Directors may allot relevant securities in the pursuance of such an offer or agreement as if the authority granted by this resolution had not expired.

Special resolutions

1. That, subject to the passing of resolution 12, in substitution for any existing power under section 570 of the Companies Act 2006 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 of that Act, to allot and make offers or agreements to allot equity securities (as defined in section 560 of that Act) and/or sell equity securities held as Treasury shares pursuant to section 573 of that Act, in each case for cash pursuant to the authority and for the period of the authority conferred by resolution 12, up to an aggregate nominal amount of £134,730.61 as if section 561(1) of that Act did not apply to such allotment (subject to a maximum of 10% of the aggregate nominal value of the issued Ordinary Share capital at the date of this resolution).

2. That 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 its Ordinary Shares of 1p each, provided that:

(a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 20,196,118 (representing 14.99 per cent of the Company’s issued Ordinary Share capital (excluding shares held in Treasury) at the date of the notice of this meeting);

(b) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 1p;

(c) the maximum price (excluding expenses) which may be paid for an Ordinary Share is not more than the higher of (i) 5 per cent above the average of the middle market quotations for the Ordinary Shares for the five business days immediately before the day on which it purchases that share and (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares;

(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2023 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and

(e) 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.

1. That, in addition to any existing authority under section 701 of the Companies Act 2006 (the “Act”), the Company be and is hereby generally and, subject as hereinafter appears, unconditionally authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its issued subscription shares of 0.1 pence each in the capital of the Company (“Subscription Shares”), provided that:

(i) the maximum number of Subscription Shares hereby authorised to be purchased shall be 4,039,223 or if less, that number of Subscription Shares which is equal to 14.99 per cent. of the Company’s issued Subscription Share capital at the date of the notice of this meeting;

(ii) the minimum price which may be paid for a Subscription Share is 0.1 pence;

(iii) the maximum price which may be paid for a Subscription Share will not exceed the higher of (i) five (5) per cent. above the average of the middle market quotations (as derived from the Official List maintained by the Financial Conduct Authority) for the five (5) consecutive dealing days ending on the dealing day immediately preceding the date on which the purchase is made and (ii) the higher of the price quoted for (a) the last independent trade of, or (b) the highest current independent bid for, any number of Subscription Shares on the trading venue where the purchase is carried out;

(iv) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company following the passing of this resolution, unless previously renewed, varied or revoked by the Company in general meeting; and

(v) the Company may make a contract to purchase Subscription Shares under the authority hereby conferred prior to the expiry of such authority and may make a purchase of Subscription Shares pursuant to any such contract notwithstanding such expiry.

1. That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 days’ notice, provided that this authority shall expire at the conclusion of the Company’s next Annual General Meeting after the date of the passing of this resolution.