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JPMorgan Euro Discovery Trust PLC

AGM Information Apr 28, 2025

5170_rns_2025-04-28_b496c415-0d1a-457e-a306-fd9890b745ec.pdf

AGM Information

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Proposal, the contents of this document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are resident outside of the United Kingdom, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your shares in JPMorgan European Discovery Trust plc (the "Company"), please forward this document (but not any personalised Form of Proxy), as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. However, this document and the accompanying Form of Proxy should not be forwarded, in whole or in part, directly or indirectly, in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws or regulations of such jurisdiction.

JPMORGAN EUROPEAN DISCOVERY TRUST PLC

(Incorporated in England and Wales with registered number 02431143 and registered as an investment company under section 833 of the Companies Act 2006)

Notice of General Meeting to renew the Company's authority to buy back Ordinary Shares

Notice of the general meeting of the Company to be held at 11.00 a.m. on 16 May 2025 at 60 Victoria Embankment, London EC4Y 0JP (the "General Meeting") is set out in Part 3 of this document. Shareholders are requested to return the form of proxy accompanying this document for use at the General Meeting (the "Form of Proxy").

Shareholders are strongly encouraged to vote in favour of the Resolution by using the enclosed Form of Proxy or by voting online. If you do not hold your shares directly you are encouraged to arrange for your nominee to vote on your behalf.

A Form of Proxy for use in connection with the General Meeting is enclosed. To be valid for use at the General Meeting, the Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon so as to be received by the registrar, Computershare Investor Services PLC (the "Registrar"), at The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and in any event by not later than 11.00 a.m. on 14 May 2025.

Alternatively, you may appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy and following the instructions therein. Proxies submitted via

www.investorcentre.co.uk/eproxy must be transmitted so as to be received by the Registrar by not later than 11.00 a.m. on 14 May 2025.

Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) may vote using the CREST electronic voting service in accordance with the procedure set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). In addition, institutional investors may be able to appoint a proxy electronically via the Proxymity platform. Proxies submitted via a designated voting platform (such as CREST or Proxymity) for the General Meeting must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by not later than 11.00 a.m. on 14 May 2025.

This document should be read as a whole and your attention is drawn, in particular, to the section titled "Action to be taken" on page 5 of this document.

Defined terms used in this document are set out in Part 2 of this document.

This document is dated 28 April 2025.

CONTENTS

Page
EXPECTED TIMETABLE 2
PART 1 – LETTER FROM THE CHAIRMAN 3
Introduction 3
Background to, and reasons for, requiring renewal of the Company's buy
back authority
3
The General Meeting 4
Action to be taken 5
Recommendation 5
PART 2 – DEFINITIONS 6
PART 3 – NOTICE OF GENERAL MEETING

EXPECTED TIMETABLE

Latest time and date for receipt of Forms of Proxy and the 11.00 a.m. on 14 May 2025
appointment of proxies by electronic means for the
General Meeting
Voting record time for the General Meeting 6.00 p.m. on 14 May 2025
General Meeting 11.00 a.m. on 16 May 2025

Note: All references to times in this document are to London, UK time, unless otherwise stated.

PART 1 – LETTER FROM THE CHAIRMAN

JPMORGAN EUROPEAN DISCOVERY TRUST PLC

(Incorporated in England and Wales with registered number 02431143

and registered as an investment company under section 833 of the Companies Act 2006)

Directors Registered Office

Marc van Gelder (Chairman) Suzy Ross Arun Sarwal Sarah Watters James Will

60 Victoria Embankment London EC4Y 0JP

28 April 2025

Dear Shareholder

Notice of General Meeting

1. INTRODUCTION

Since October 2021 the Company has undertaken regular share buy-backs, pursuant to its discount management policy, to address imbalances in the supply and demand for its Ordinary Shares.

The Board continues to monitor the level of the share price discount to net asset value ("NAV") and believes that its ability to repurchase Ordinary Shares to minimise the short-term volatility and the absolute level of the discount to NAV per Ordinary Share at which the Company's Ordinary Shares trade is of prime importance to Shareholders.

In the light of the Company's recent buy-back activity, the Board and the Investment Manager anticipate the existing authority to repurchase Ordinary Shares, granted at the Company's last annual general meeting held on 24 July 2024 (the "2024 AGM"), will likely be fully utilised before it can be refreshed at the Company's next annual general meeting, which is expected to be held in July 2025 (the "2025 AGM"). As a result, in order to ensure that the Company can continue to effectively operate its discount management policy, the Board is seeking Shareholder approval for the early renewal of its authority to repurchase Ordinary Shares (the "Proposal").

The purpose of this document is to explain the Proposal, the actions required to be taken to implement the Proposal and to convene the General Meeting, notice of which is set out in Part 3 of this document. Further details of the Resolution to be proposed at the General Meeting are set out below in paragraph 3 of this Part 1. The expected transaction timetable associated with the Proposal is set out on page 2 of this document.

The Board considers the Proposal to be in the best interests of Shareholders as a whole and recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as each of the Directors intends to do in respect of their own beneficial interests in Ordinary Shares, in order to facilitate the continued operation of the Company's discount management policy.

2. BACKGROUND TO, AND REASONS FOR, REQUIRING RENEWAL OF THE COMPANY'S BUY-BACK AUTHORITY

The Board has share issuance and repurchase policies in place which seek, where possible, to address imbalances in the supply of, and demand for, the Company's shares within the market. These policies are intended to minimise short-term volatility and the absolute level of discount to NAV per Ordinary Share at which the Company's shares trade. In repurchasing Ordinary Shares, the Board seeks to strike the right balance between responding to the Company's discount and preserving scale for the Company.

The Board and the Investment Manager believe that the Company's discount management policy can also help to provide further secondary market liquidity, which makes it easier for Shareholders to trade in Ordinary Shares at a time of their choosing. In addition, share buy-backs have been consistently accretive to the NAV on a per share basis for remaining Shareholders.

Since the 2024 AGM, through to close of business on the Latest Practicable Date, the Company's repurchases of Ordinary Shares in the market at a discount to NAV and the 2024 Tender Offer have together resulted in an accretion of 7.08 pence to the Company's NAV per share.

As noted above, at the 2024 AGM, Shareholders granted the Company the authority to buy back up to 14.99 per cent. of the number of Ordinary Shares in issue as at the date of the 2024 AGM (the "Existing Authority"). This amounted to 21,145,921 Ordinary Shares. In the period from the 2024 AGM to close of business on the Latest Practicable Date the Company bought back 13,881,220 Ordinary Shares into treasury, representing 65.64 per cent. of the Existing Authority. As at close of business on the Latest Practicable Date, the Company's remaining buy-back authority, therefore, permitted the repurchase of up to a further 7,264,701 Ordinary Shares (representing approximately 5.15 per cent. of the Company's issued share capital (excluding Ordinary Shares held in treasury) as at the Latest Practicable Date).

If recent levels of buy-back activity continue, the Board and the Investment Manager believe that the Existing Authority is likely to be fully utilised prior to the 2025 AGM and the Board is therefore proposing that the buy-back authority is refreshed before then.

The ability to repurchase Ordinary Shares is a necessary element of the Company's discount management mechanisms and, therefore, the Board believes that renewal of the Company's buyback authority is in the best interests of the Company and its Shareholders as a whole.

The Company's buy-back activity on any trading day may represent a significant proportion of the daily trading volume in the Ordinary Shares on the Main Market and may exceed 25 per cent. of the average daily trading volume. Accordingly, the Company may not benefit from the exemption contained in Article 5(1) of the UK MAR.

3. THE GENERAL MEETING

Part 3 of this document contains a notice convening the General Meeting at which Shareholders will be asked to consider and, if thought fit, approve the Proposal. The General Meeting is to be held at 11.00 a.m. on 16 May 2025 at 60 Victoria Embankment, London EC4Y 0JP. The Resolution being proposed at the General Meeting is being proposed as a special resolution and will therefore require the approval of Shareholders representing not less than 75 per cent. of the votes cast.

The Resolution seeks authority for the Company, in substitution of any existing authority, to buy back Ordinary Shares up to a maximum aggregate number of 15,893,238 (or if less, 14.99 per cent. of the number of Ordinary Shares in issue (excluding Ordinary Shares held in treasury) immediately prior to the passing of the Resolution).

The Resolution authorises the Company to make on-market purchases of Ordinary Shares for a maximum price (exclusive of expenses) equal to the highest of: (i) 105 per cent. of the average of middle market quotations 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 contracted to be purchased; or (ii) the price of the last independent trade of an Ordinary Share on the London Stock Exchange when the purchase is carried out; or (iii) the highest current independent purchase bid for an Ordinary Share on the London Stock Exchange when the purchase is carried out. The minimum price (exclusive of expenses) which may be paid for an Ordinary Share pursuant to the Resolution would be 5 pence (being the nominal value of each Ordinary Share).

The authority granted by the Resolution will expire at the 2025 AGM, at which the Board intends to seek renewed issuance and buy-back authorities in order to facilitate the operation of its discount management policy, or, if earlier, on the date which is 15 months after the date on which the Resolution is passed.

If the Resolution is passed, the Company intends to make on-market purchases of Ordinary Shares for cash, and for such Ordinary Shares to be cancelled or held in treasury for re-issuance at a later date, in each case to the extent required for the operation of the Company's discount management policy.

Given the current limited remaining capacity to buy back Ordinary Shares in accordance with the discount management policy pursuant to the Existing Authority, the Board believes that it is reasonable to utilise its authority, granted at the 2024 AGM, to call the General Meeting on the shorter notice period of 14 clear days.

All Shareholders that are on the register of members of the Company at the voting record time (being 6.00 p.m. on 14 May 2025) will be entitled to attend, speak and vote at the General Meeting. The votes shall be held on a poll. In accordance with the Company's articles of association, all Shareholders that are entitled to vote and are present in person, by proxy or by corporate representative at the General Meeting upon a poll will have one vote in respect of every Ordinary Share held or represented by them.

4. ACTION TO BE TAKEN

All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting or, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf (which for some investors may be via their investment platform).

Shareholders will find enclosed a Form of Proxy for use in connection with the General Meeting. Whether or not Shareholders propose to attend the General Meeting, they are requested to complete, sign and return the Form of Proxy, in accordance with the instructions printed on it, or lodge a proxy appointment online as soon as possible.

Shareholders are requested to complete and return proxy appointments to the Registrar by one of the following means:

  • (i) by completing and signing the Form of Proxy for use in relation to the General Meeting, in accordance with the instructions printed thereon, and returning it by post, by courier or by hand;
  • (ii) by logging on to www.investorcentre.co.uk/eproxy and following the instructions;
  • (iii) if you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform; or
  • (iii) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the Notice of General Meeting.

In each case, proxy appointments must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by not later than 11.00 a.m. on 14 May 2025. To be valid, a proxy appointment must be completed in accordance with the instructions accompanying it and lodged with the Registrar by the relevant time.

The completion and return of the Form of Proxy, or the online submission of a proxy appointment for the General Meeting, will not prevent a Shareholder from attending and voting in person at the General Meeting.

5. RECOMMENDATION

The Directors consider the passing of the Resolution to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend unanimously that Shareholders vote in favour of the Resolution.

The Directors intend to vote in favour of the Resolution in respect of their own beneficial holdings of Ordinary Shares (amounting to 228,000 Ordinary Shares, representing approximately 0.22 per cent. of the issued share capital of the Company (excluding Ordinary Shares held in treasury) as at the Latest Practicable Date).

Yours faithfully

Marc van Gelder Chairman

PART 2 – DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise.

2024 AGM the annual general meeting of the Company held at 60
Victoria Embankment, London EC4Y 0JP on 24 July 2024
2024 Tender Offer the tender offer undertaken by the Company in September
2024 pursuant to which 15 per cent. of the Company's
Ordinary Shares then in issue were purchased at a discount
of 2 per cent. to the net asset value per Ordinary Share less
costs and expenses
2025 AGM has the meaning given to it on page 3 of this document
Board the board of Directors, from time to time
Business Day means any day that is not a Saturday or Sunday, Christmas
Day, Good Friday or any other bank holiday in England and
Wales
Company JPMorgan European Discovery Trust plc, a public limited
company incorporated in England and Wales with registered
number 02431143 and having its registered office at 60
Victoria Embankment, London EC4Y 0JP
CREST the system for the paperless settlement of trades in
securities and the holding of uncertificated securities
operated by Euroclear
CREST Manual the document titled "CREST Reference Manual" issued by
Euroclear, as amended from time to time
Daily Official List the Daily Official List published by the London Stock
Exchange
Directors the directors of the Company, from time to time
Euroclear Euroclear UK & International Limited, a private limited
company incorporated in England and Wales with registered
number 02878738 and having its registered office at 33
Cannon Street, London EC4M 5SB, the operator of CREST
Existing Authority has the meaning given to it on page 4 of this document
Form(s) of Proxy the form of proxy for use by Shareholders at the General
Meeting which accompanies this document
General Meeting the general meeting of the Company to be held at 11.00 a.m.
on 16 May 2025 at 60 Victoria Embankment, London EC4Y
0JP (or any adjournment thereof), notice of which is set out
in the Notice of General Meeting
Investment Manager JPMorgan Asset Management (UK) Limited, a private limited
company incorporated in England and Wales with registered
number 01161446 and having its registered office at 25 Bank
Street, Canary Wharf, London E14 5JP
Latest Practicable Date 25 April 2025, being the latest practicable date prior to the
publication of this document
London Stock Exchange London Stock Exchange plc, a public limited company
incorporated in England and Wales with registered number
02075721 and having its registered office at 10 Paternoster
Square, London EC4M 7LS
Main Market the main market for listed securities operated by the London
Stock Exchange
NAV the net asset value of the Company, being the value of the
Company's
assets
less
its
liabilities,
determined
in
accordance with the accounting policies adopted by the
Company from time to time
Notice of General Meeting the notice of the General Meeting, as set in Part 3 of this
document
Ordinary Shares ordinary shares of 5 pence each in the capital of the
Company
Proposal has the meaning given to it on page 3 of this document
Registrar Computershare Investor Services PLC, a public limited
company incorporated in England and Wales with registered
number 03498808 and having its registered office at The
Pavilions, Bridgwater Road, Bristol BS13 8AE
Resolution the resolution to be proposed at the General Meeting relating
to the renewal of the Company's authority to buy-back
Ordinary Shares, as set out in the Notice of General Meeting
Shareholders holders of Ordinary Shares
UK MAR the UK version of Regulation (EU) No 596/2014 on market
abuse as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended

PART 3 - NOTICE OF GENERAL MEETING

JPMORGAN EUROPEAN DISCOVERY TRUST PLC

(Incorporated in England and Wales with registered number 02431143 and registered as an investment company under section 833 of the Companies Act 2006)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of JPMorgan European Discovery Trust plc (the "Company") will be held at 11.00 a.m. on 16 May 2025 at 60 Victoria Embankment, London EC4Y 0JP to consider and, if thought fit, pass the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

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, for the purposes of 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 5 pence each ("Ordinary Shares") on such terms and in such manner as the directors of the Company may from time to time determine (either for cancellation or for retention as treasury shares for future reissue, resale, transfer or cancellation) provided that:

  • (a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 15,893,238 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;
  • (b) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share purchased pursuant to this authority shall be equal to the higher of:
    • (i) 105 per cent. of the average of the middle market quotations 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 contracted to be purchased; or
    • (ii) the price of the last independent trade of an Ordinary Share on the London Stock Exchange when the purchase is carried out; or
    • (iii) the highest current independent purchase bid for an Ordinary Share on the London Stock Exchange when the purchase is carried out;
  • (c) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share purchased pursuant to this authority shall be 5 pence (being the nominal value of an Ordinary Share);
  • (d) 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 the authority is renewed, revoked or varied by the Company in general meeting prior to such time; and
  • (e) 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.

By order of the Board Registered office

JPMorgan Funds Limited Company Secretary

60 Victoria Embankment London EC4Y 0JP

28 April 2025

Notes:

    1. A member is entitled to appoint a proxy or proxies to exercise all or any of their rights to attend, speak and vote on their behalf. A proxy need not be a member of the Company but must attend the General Meeting to represent you. A member may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different Ordinary Shares. A member can only appoint a proxy using the procedure set out in these notes and the explanatory notes to the Form of Proxy.
    1. A form of proxy for use by shareholders is enclosed with this document (the "Form of Proxy"). To be valid, the Form of Proxy must be lodged, together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority (or a copy certified in some other way approved by the directors of the Company), at the address stated thereon so as to be received by the Company's registrar, Computershare Investor Services PLC ("Computershare"), at The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 11.00 a.m. on 14 May 2025 (or, in the event the meeting is adjourned, not less than 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a Business Day)). If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact Computershare at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or call on the dedicated shareholder helpline on +44 (0)370 707 1417, between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales).
    1. Members who wish to appoint a proxy online should visit www.investorcentre.co.uk/eproxy and follow the instructions. Further information is also included on the Form of Proxy. To be valid, an electronic proxy appointment must be transmitted so as to be received by Computershare by not later than 11.00 a.m. on 14 May 2025 (or, in the event the meeting is adjourned, not less than 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a Business Day)).
    1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to the website www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
    1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare, (ID 3RA50), by no later than 11.00 a.m. on 14 May 2025 (or, in the event the meeting is adjourned, not less than 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a Business Day)). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST application host) from which Computershare is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
    1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
    1. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by Computershare. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 a.m. on 14 May 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
    1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
    1. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the register of members of the Company (the "Register of Members") in respect of the joint holding (the first-named being the more senior).
    1. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same Ordinary Shares.
    1. The right to appoint a proxy does not apply to persons whose Ordinary Shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ("Nominated Persons"). Nominated Persons may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the Ordinary Shares as to the exercise of voting rights.
    1. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, to have the right to attend, speak and vote at the General Meeting a member must first have his/her name entered in the Register of Members by not later than 6.00 p.m. on 14 May 2025 (or, if the General Meeting is adjourned, 6.00 p.m. on the day which is 48 hours prior to the time appointed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any member to vote at the General Meeting.
    1. As at close of business on 25 April 2025 (being the Latest Practicable Date), the Company's issued share capital comprised 136,314,903 Ordinary Shares, of which 30,289,295 were held in treasury. Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at close of business on 25 April 2025 was 106,025,608.
    1. Under section 319A of the Companies Act 2006 any member attending the General Meeting has the right to ask questions. The Company must answer any such question relating to the business being dealt with at the General Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
    1. Any person holding 3 per cent. or more of the total voting rights in the Company who appoints a person other than the chair of the General Meeting as his/her proxy will need to ensure that both he/she and such third party complies with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.
    1. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this notice (or in any related documents including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
    1. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.jpmeuropeandiscovery.co.uk

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