AGM Information • Mar 22, 2017
AGM Information
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SPECIAL RESOLUTION 1: IT WAS RESOLVED THAT, without prejudice to any subsisting authority conferred on the Company, the Company be and is hereby generally and unconditionally authorized in accordance with The Companies (Guernsey) Law 2008, as amended, to make market purchases (as defined in that Law) of each class of its shares (the "Shares") (either for the retention as treasury shares for further reissue and resale or transfer, or cancellation) pursuant to the tender offer to all of the Company's shareholders (excluding certain overseas shareholders) to be made by J.P. Morgan Securities plc on the terms subject to the conditions set out in the circular of the Company dated 27 January 2017 (the "Circular"), PROVIDED THAT:
………………………………………………………………. For Northern Trust International Fund Administration Services (Guernsey) Limited As Secretary
22 March 2017
CERTIFIED TRUE EXTRACT OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF THE COMPANY HELD AT THE OFFICES OF NORTHERN TRUST INTERNATIONAL FUND ADMINISTRATION SERVICES (GUERNSEY) LIMITED ON 24 FEBRUARY 2017 AT 11.30A.M.
SPECIAL RESOLUTION 2: IT WAS RESOLVED THAT, conditional on the passing of Resolution 1 above and the Tender Offer not being discontinued and becoming unconditional on or before 1 May 2017, and conditional on approval of such amendments to the articles of incorporation being obtained at the relevant class meetings of the Euro, Sterling and US Dollar classes of the Company's Shares convened for the same day as this meeting (but only insofar as such amendments amount to a variation or abrogation of the rights attaching to the relevant class of Shares) the articles of incorporation of the Company are, with effect from 1 April 2017, amended in the terms set out in Part II of the Circular.
………………………………………………………………. For Northern Trust International Fund Administration Services (Guernsey) Limited As Secretary
22 March 2017
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