PREMIER MITON GLOBAL RENEWABLES TRUST PLC

AGM Information • Apr 24, 2025

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author: "Murray, Marco (Link Asset Services)"
date: 2020-06-25 09:42:00+00:00
processor: python-docx+mammoth
status: success

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Company Number: 04897881

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

NOTICE OF RESOLUTIONS OF

PREMIER MITON GLOBAL RENEWABLES TRUST PLC

(the “Company”)

PASSED ON 24 APRIL 2025

At the Annual General Meeting of the Company duly convened and held at 12.30.p.m. on 24 April 2025 at Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH, the following Resolutions were duly passed:

ORDINARY RESOLUTIONS

9. Authority to allot new shares:THAT, the Directors be 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 ordinary shares of 1p each in the capital of the Company (“Ordinary Shares”) up to an aggregate nominal amount of £18,238.48 (representing approximately 10% of the Ordinary Shares in issue as at the date of this Notice, excluding treasury shares), such authority to expire at conclusion of the Company’s AGM to be held in 2026, unless renewed, varied or revoked by the Company in a general meeting, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted in pursuance of such offer or agreement as if such authority had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot Ordinary Shares but without prejudice to any allotment of Ordinary Shares or grant of rights made, offered or agreed to be made pursuant to such authorities.

10. THAT, subject to the passing of Resolution 9, the Directors be 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 Ordinary Shares up to an aggregate nominal amount of £18,238.48 (representing approximately 10% of the Ordinary Shares in issue as at the date of this Notice, excluding treasury shares), such authority to expire at conclusion of the Company’s AGM to be held in 2026, unless renewed, varied or revoked by the Company in a general meeting, save that the Company may, at any time prior to the expiry of such authority, make an offer to enter into an agreement which would or might require Ordinary Shares to be allotted in pursuance of such offer or agreement as if such authority had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot Ordinary Shares but without prejudice to the authority granted to the Directors pursuant to Resolution 9, or any allotment of Ordinary Shares or grant of rights made, offered or agreed to be made pursuant to such authorities.

11. Continuation Vote:

THAT, the Company continue in existence as an investment trust.

SPECIAL RESOLUTIONS

12. Authority to disapply pre-emption rights:THAT, subject to the passing of Resolution 9, the Directors be generally empowered (pursuant to sections 570 and 573 of the Companies Act 2006 (the “Act”)) to allot Ordinary Shares and to sell Ordinary Shares from treasury for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited up to an aggregate nominal amount of £18,238.48 representing approximately 10% of the Ordinary Shares in issue as at the date of this Notice, excluding treasury shares). This power will expire at the conclusion of the Company’s AGM to be held in 2026 (unless previously revoked, varied or renewed by the Company in general meeting), save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell from treasury Ordinary Shares in pursuance of such an offer or agreement as if such power had not expired.

13. THAT, subject to the passing of Resolution 10, the Directors be generally empowered (pursuant to sections 570 and 573 of the Companies Act 2006 (the “Act”)) to allot Ordinary Shares and to sell Ordinary Shares from treasury for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited up to an aggregate nominal amount of £18,238.48 (representing approximately 10% of the Ordinary Shares in issue as at the date of this Notice, excluding treasury shares). This power will expire at the conclusion of the Company’s AGM to be held in 2026 (unless previously revoked, varied or renewed by the Company in general meeting), save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell from treasury Ordinary Shares in pursuance of such an offer or agreement as if such power had not expired. This resolution is in addition to the authority granted pursuant to, but without prejudice to that granted to, the Directors in Resolution 12 above.

14. Authority to repurchase the Company’s shares:

THAT, in substitution of all existing authorities, 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 of 1p each in the capital of the Company (together the “Shares”), provided that:

1. the maximum number of Shares hereby authorised to be purchased shall be 2,733,948 Ordinary Shares;
2. the minimum price which may be paid for a Share is 1 pence;
3. the maximum price which may be paid for an Ordinary Share is an amount equal to the highest of (i) 105% of the average of the middle market quotation for an Ordinary Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is purchased and (ii) the higher of the price of the last independent trade in the Ordinary Shares and the highest then current independent bid for the Ordinary Shares on the London Stock Exchange;
4. Ordinary Shares may only be purchased at prices below their prevailing net asset value per Ordinary Share (as determined by the Directors in accordance with the Articles as at a date falling no more than 10 days before the date of the relevant repurchase and taking into account the costs of the repurchase) and where:
5. the Cover of the ZDP Shares issued by PMGR Securities 2025 PLC (“ZDP Shares”) would not be reduced below 1.75 times; or
6. the Cover of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the repurchase, in each case as determined by the Directors as at a date falling not more than ten days before the date of repurchase and taking account of any purchases of ZDP Shares proposed to be made at or about the same time;
7. Ordinary Shares and ZDP Shares may be purchased in such proportions and at such prices so as to effect an increase in the net asset value per Ordinary Share (as determined by the Directors in accordance with the Articles as at a date falling no more than 10 days before the date of the relevant repurchases and taking into account the costs of the repurchases) and where:
8. the Cover of the ZDP Shares would not be reduced below 1.75 times; or
9. the Cover of the ZDP Shares would not be less than the Cover of the ZDP Shares in issue immediately prior to the repurchases, in each case as determined by the Directors as at a date falling not more than 10 days before the date of repurchases;
10. the authority hereby conferred shall expire at the earlier of the conclusion of the Annual General Meeting of the Company in 2026 or 25 October 2026 unless such authority is renewed prior to such time; and
11. the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to expiry of such authority which will be 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.

Any shares so purchased will be cancelled in accordance with the provisions of the Act.

15. Notice Period for General Meetings

THAT, a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice, such authority to expire at the conclusion of the next annual general meeting of the Company.