THE COMPANIES ACT 2006 _______________________
COMPANY LIMITED BY SHARES _______________________
SPECIAL BUSINESS
OF
JPMORGAN UK SMALL CAP GROWTH & INCOME PLC _______________________
Passed on 27th November 2025 _______________________
At the Annual General Meeting of the Company duly convened and held at 60 Victoria Embankment, London EC4Y 0JP, on 27th November 2025, the following Resolutions, as set out in the Notice of Meeting, were passed:
Authority to allot new shares – Ordinary Resolution
- THAT the Directors of the Company be and they are hereby generally and unconditionally authorised (in substitution of any authorities previously granted to the Directors) pursuant to and in accordance with Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 551 of the Act) up to an aggregate nominal amount of £635,731, (or if different, the number representing 10% of the aggregate nominal value of issued share capital (excluding Treasury shares) as at the date of the passing of this resolution) provided that this authority shall expire at the conclusion of the AGM of the Company to be held in 2026, or the date occurring 15 months from the date on which this Resolution is passed, whichever is the earlier, unless renewed at a general meeting prior to such time, save that the Company may before such expiry make offers, agreements or arrangements which would or might require relevant securities to be allotted after such expiry and so that the Directors of the Company may allot relevant securities in pursuance of such offers, agreements or arrangements as if the authority conferred hereby had not expired.
Authority to disapply pre-emption rights on allotment of new shares – Special Resolution
- THAT subject to the passing of Resolution 10 set out above, the Directors of the Company be and they are hereby empowered pursuant to Sections 570 and 573, of the Companies Act 2006 (the 'Act') to allot equity securities (within the meaning of Section 560 of the Act) pursuant to the authority conferred by Resolution 10 or by way of a sale of Treasury shares as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment or sale of equity securities for cash up to an aggregate nominal amount of £635,731, (or if different, the number representing 10% of the aggregate nominal value of issued share capital (excluding Treasury shares) as at the date of the passing of this resolution) at a price of not less than the net asset value per share and shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026, or the date occurring 15 months from the date on which this Resolution is passed, unless renewed at a general meeting prior to such time, save that the Company may before such expiry make offers, agreements or arrangements which would or might require equity securities to be allotted after such expiry and so that the Directors of the Company may allot equity securities in pursuance of such offers, agreements or arrangements as if the power conferred hereby had not expired.
Authority to repurchase the Company's shares – Special Resolution
- THAT the Company be generally and subject as hereinafter appears unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the 'Act') to make market purchases (within the meaning of Section 693 of the Act) of its issued shares on such terms and in such manner as the Directors may from time to time determine.
PROVIDED ALWAYS THAT
- (i) the maximum number of ordinary shares hereby authorised to be purchased shall be 19,059,228 , or if different, that number of Ordinary shares which is equal to 14.99% of the Company's issued share capital (excluding Treasury shares) as at the date of the passing of this resolution;
- (ii) the minimum price which may be paid for an Ordinary share shall be 5 pence;
- (iii) the maximum price which may be paid for a share shall be an amount equal to the highest of: (a) 105% of the average of the middle market quotations for an Ordinary share taken from and calculated by reference to the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Share is purchased; or (b) the price of the last independent trade; or (c) the highest current independent bid;
- (iv) any purchase of shares will be made in the market for cash at prices below the prevailing net asset value per share (as determined by the Directors);
- (v) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company to be held in 2026 or the date occurring 18 months from the date on which this Resolution is passed, whichever is the earlier, or at any other general meeting prior to such time; and
- (vi) the Company may make a contract to purchase shares under the authority hereby conferred prior to the expiry of such authority which contract will or may be executed wholly or partly after the expiry of such authority and may make a purchase of shares pursuant to any such contract.
Approval of dividend policy – Ordinary Resolution
- To approve the Company's dividend policy to continue to pay four quarterly interim dividends during the year.
Authority to hold general meetings – Special Resolution
- THAT, a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
By order of the Board
Anmol Dhillon, for and on behalf of JPMorgan Funds Limited
27th November 2025