abrdn Diversified Income and Growth plc

AGM Information • Feb 27, 2025

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title: THE COMPANIES ACT 1985
author: Information Systems Department
date: 2025-02-10 15:21:00+00:00

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THE COMPANIES ACT 2006

ABRDN DIVERSIFIED INCOME AND GROWTH PLC

(Registered in Scotland No. SC003721)

At the Annual General Meeting of abrdn Diversified Income and Growth plc, duly convened and held at abrdn plc, 18 Bishops Square, E1 6EG, at 10.00 am on 26 February 2025, the following Resolutions were passed, Resolutions 10 and 11 as Special Resolutions:-

SPECIAL RESOLUTIONS

Authority to Make Market Purchases of Shares

1. That the Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of fully paid Ordinary shares on such terms and in such manner as the Directors from time to time determine, and to cancel or hold in treasury such shares, provided always that:

the maximum number of shares hereby authorised to be purchased shall be an aggregate of 45,159,766 Ordinary shares or, if less, the number representing 14.99% of the Ordinary shares in issue (excluding shares already held in treasury) as at the date of the passing of this resolution;

the minimum price which may be paid for a share shall be 1 pence;

the maximum price (exclusive of expenses) which may be paid for a share shall be the higher of (a) an amount equal to 105% of the average of the middle market quotations for a share taken from, and calculated by reference to, the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is purchased; and (b) the higher of the price of the last independent trade and the highest current independent bid at the time the purchase is carried out;

the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or on 31 March 2026, whichever is earlier, unless such authority is previously revoked, varied or renewed prior to such time; and

the Company may make a contract or contracts to purchase shares under the authority hereby conferred prior to the expiry of such authority and may make a purchase of shares pursuant to any such contract or contracts notwithstanding such expiry above.

Authority to Call General Meetings on not less than 14 Clear Days’ Notice

1. That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice.

Stuart Reid

for abrdn Diversified Income and Growth plc

abrdn Holdings Limited, SECRETARY

Authorised Signatory

26 February 2025