AGM Information • May 22, 2025
AGM Information
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Company No. 02431143
THE COMPANIES ACT 2006
_______________________
______________________
OF
(the "Company")
______________________ Passed on 16 May 2025
_____________________
At the General Meeting of the Company duly convened and held at 60 Victoria Embankment, London EC4Y 0JP on Friday, 16th May 2025 at 11.00 a.m., the following resolution, as set out in the Notice of Meeting, was passed as a 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 15,390,695 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.
Priyanka Vijay Anand For and on behalf of JPMorgan Funds Limited Company Secretary 16 May 2025
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