Schroder Oriental Income Fund

AGM Information • Dec 9, 2025

---

author: "Stander, Ross"
date: 2025-12-03 11:34:00+00:00
processor: python-docx+mammoth
status: success

---

COMPANY NO 43298

COMPANY LIMITED BY SHARES

RESOLUTIONS OF SCHRODER ORIENTAL INCOME FUND LIMITED

(the “Company”)

Passed at the Annual General Meeting of the Company duly convened and held at 12:30 p.m. on Wednesday, 3 December 2025 at 1 London Wall Place, London, EC2Y 5AU, the following resolutions were duly passed:

Resolution 9, as an ordinary resolution:

To approve the Company’s dividend policy as set out on page 28 of the Annual Report and Accounts.

Resolution 10, as a special resolution:

“That the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of The Companies (Guernsey) Law, 2008 (as amended), to make market purchases of ordinary shares of 1p each in the capital of the Company (“Share”) at whatever discount the prevailing market price represents to the prevailing net asset value per share, provided that:

1. the maximum number of Shares hereby authorised to be purchased shall be 40,657,830, representing 14.99% of the issued share capital (ex treasury) as at 6 November 2025;
2. the maximum price (exclusive of expenses) which may be paid for a Share shall not exceed the higher of
3. 105% of the average of the middle market quotations for the Shares as taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date of purchase; and
4. the higher of the last independent bid and the highest current independent bid on the London Stock Exchange;
5. the minimum price which may be paid for a Share is 1p, being the nominal value per Share;
6. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company in 2026 (unless previously renewed, varied or revoked prior to such date);
7. the Company may make a contract to purchase Shares under the authority hereby conferred which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract; and
8. any Shares so purchased will be held in treasury or cancelled.”

Resolution 11, as an extraordinary resolution:

“That the Board be and is hereby authorised in accordance with Section 291 of The Companies (Guernsey) Law, 2008 (as amended) to allot ordinary shares for cash and/or sell treasury shares up to 27,123,302 ordinary shares of 1p each in aggregate, representing 10% of the share capital in issue (excluding treasury shares) on 6 November 2025, for cash and the right of shareholders to receive a pre-emptive offer in respect of such ordinary shares shall be excluded pursuant to Article 3.24 of the Company’s articles of incorporation, provided that this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) from the conclusion of the annual general meeting of the Company to be held in 2026 save that the Board may allot ordinary shares for cash or sell treasury shares after the expiry of this authority in pursuance of an offer or agreement made by the Company before such expiry that would or might require ordinary shares to be allotted or treasury shares to be sold after such expiry.”