AURORA INV TST PLC

AGM Information • Jun 18, 2020

---

author: Guy Dixon
date: 2020-06-18 19:38:00+00:00

---

Aurora Investment Trust plc

Company Number 03300814 (“the Company”)

RESOLUTIONS PASSED AT THE COMPANY’S ANNUAL GENERAL MEETING ON 18 JUNE 2020

Pursuant to LR 9.6.2.R

At the Company’s Annual General Meeting duly convened and held at The Norrest, Leigh Sinton, MALVERN, WR13 5EH on 18 June 2020 at 2.00 pm, the following resolutions were passed. Resolution 11 was proposed as an ordinary resolution and resolutions 12 to 13 were proposed as special resolutions.

Ordinary Resolution 11– authority to allot new ordinary shares

THAT in addition to any pre-existing power to allot or grant rights to subscribe for or convert any securities into Ordinary Shares in the Company the directors be and are hereby generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Act, to exercise all powers of the Company to allot Ordinary Shares in the Company up to a maximum of 20% of the issued share capital in the Company as at the date of passing this resolution. This authority shall expire (unless previously varied, revoked or renewed by the Company in general meeting) 15 months after the date of the passing of this resolution or at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, whichever should first occur, save that the Company may before such expiry make an offer or enter into an agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or enter into an agreement as if the authority conferred hereby had not expired.

Special Resolution 12– authority for the disapplication of pre-emption rights

Resolution 12.

THAT, subject to the passing of resolution 11, and in addition to all existing powers, the Directors be and are hereby empowered, pursuant to section 570 of the Act, to allot equity securities (as defined in section 560 of the Act) for cash either pursuant to the authority conferred by resolution 11 or by way of a sale of treasury shares, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power:

a. shall expire (unless previously varied, revoked or renewed by the Company in general meeting) 15 months from the passing of this resolution, or at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, whichever is earlier, save that the Company may before such expiry make an agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot equity securities (including by way of sale of treasury shares) as if such expiry had not occurred; and

b. shall be limited to the allotment of equity securities up to a maximum of 20% of the issued share capital of the Company at the date of passing this resolution.

Special Resolution no 13– Share Repurchases

Resolution 13.

THAT, in substitution to any pre-existing authority that will have expired on the date hereof, but without prejudice to the exercise of such authority prior to the date hereof, the Company be and is hereby generally and 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 25p each in the capital of the Company (“Ordinary Shares”) provided that:

a. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 14.99% of the issued share capital of the Company at the date of passing this resolution;

b. the minimum price which may be paid for an Ordinary Share is 25p;

c. the maximum price which may be paid for an Ordinary Share is an amount equal to 105% of the average of the middle market quotations for an Ordinary Share taken from the Daily Official List of the UK Listing Authority for the 5 business days immediately preceding the day on which the Ordinary Share is purchased; and

d. unless varied, revoked or renewed the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2021 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may at any time prior to such expiry, enter into a contract or contracts to purchase Ordinary Shares under such authority which would or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract or contracts as if the authority conferred hereby had not expired.

Certified a true copy

PraxisIFM Fund Services (UK) Ltd

Company Secretary

Aurora Investment Trust plc

18 June 2020