abrdn Equity Income Trust plc

AGM Information • Feb 18, 2025

ABRDN EQUITY INCOME TRUST PLC (Registered in England and Wales No: 2648152)

SPECIAL RESOLUTIONS AND SPECIAL BUSINESS

(Passed on 18 February 2025)

At the Annual General Meeting held at abrdn plc, 18 Bishops Square, London, E1 6EG on Tuesday, 18 February 2025 at 11:30 am, the following Resolutions were passed: -

Authority to allot shares (Ordinary Resolution 10)

That, in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the directors of the Company (the "Directors") be and they are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot ordinary shares of 25 pence each in the capital of the Company ("Shares") and to grant rights to subscribe for or to convert any security into Shares ("Rights") provided that such authority shall be limited to the allotment of Shares and the grant of Rights with an aggregate nominal value of up to £1,194,538 (representing 10% of the Company's total issued share capital (excluding shares held in treasury) as at the date of this notice) on such terms as the Directors may determine. Such authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, varied, extended or renewed by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require Shares to be allotted or Rights to be granted after the expiry of such authority and the Directors shall be entitled to allot Shares or grant Rights in pursuance of any such an offer or agreement as if such authority had not expired.

Disapplication of pre-emption rights (Special Resolution 11)

That, subject to the passing of resolution 10 set out in the notice of the annual general meeting to be held on 18 February 2025, and in substitution for any existing power but without prejudice to the exercise of any such power prior to the passing of this resolution, the directors of the Company (the "Directors") be and they are hereby generally and unconditionally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act"), to allot, or make offers or agreements to allot, equity securities (within the meaning of section 560(1) of the Act), for cash pursuant to the authority given by resolution 10 above, and/or to sell treasury shares for cash, as if Section 561(1) of the Act did not apply to any such allotment or sale provided that this power:

• a) expires at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, varied, extended or renewed by the Company in a general meeting, save that the Company may, at any time prior to the expiry of this authority, make offers or enter into agreements which would or might require equity securities to be allotted or sold out of treasury after such expiry and the Directors may allot or sell out of treasury equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
• b) shall be limited to the allotment and sale out of treasury, of equity securities up to an aggregate nominal value of £1,194,538, being 10% of the nominal value of the issued share capital of the Company (excluding treasury shares), as at the date of this notice.

Authority to make market purchases of shares (Special Resolution 12)

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, 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(4) of the Act) of ordinary shares of 25 pence each in the capital of the Company (the "Shares") on such terms and in such manner as the Directors may from time to time determine either for cancellation or for retention as treasury shares for future reissue, resale, transfer, or cancellation provided always that:

• a) the maximum aggregate number of Shares hereby authorised to be purchased shall be 7,162,450 or, if less, the number representing 14.99% of the Company's issued share capital (excluding shares held in treasury) at the date of the passing of this resolution.
• b) the minimum price (exclusive of expenses) which may be paid for each Share shall be 25 pence.
• c) the maximum price (exclusive of expenses) which may be paid for a Share is the higher of (i) 105% of the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) for a Share over the five business days immediately preceding the date of purchase and (ii) the higher of the price of the last independent trade of a Share and the highest current independent bid for such Share on the London Stock Exchange at the time the purchase is carried out; and
• d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is earlier, unless previously revoked, varied, extended or renewed by the Company in a general meeting, save that the Company may, at any time prior to the expiry of this authority, enter into a contract to purchase Shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract.

SPECIAL BUSINESS

Notice of General Meeting (Special Resolution 13)

That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company.