BIOPHARMA CREDIT PLC

AGM Information • Oct 7, 2021

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author: Roach, Daniel (Link Asset Services)
date: 2019-06-12 10:50:00+00:00

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Registration number: 10443190

NOTICE OF SPECIAL BUSINESS

OF

BIOPHARMA CREDIT PLC

PASSED ON 30 SEPTEMBER 2021

At the General Meeting of the above-named Company, duly convened and held at 3.30 p.m. on 30 September 2021 at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, EC2A 2EG the following resolutions were passed, Resolutions 2 and 4 as Ordinary Resolutions and Resolutions 1 and 3 as special resolutions.

Resolution 1

IT IS HEREBY RESOLVED THAT, conditional upon and with effect from the date of admission of the ordinary shares in the capital of the Company to trading on the premium segment of the main market of the London Stock Exchange and to listing on the Official List of the Financial Conduct Authority (“Admission”):

(A) if Resolution 3 is passed, the draft articles of association produced to the General Meeting and, for the purposes of identification, identified as Set A New Articles and initialled by the Chairman, be and are hereby adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association; or

(B) if Resolution 3 is not passed, the draft articles of association produced to the General Meeting and, for the purposes of identification, identified as Set B New Articles and initialled by the Chairman, be and are hereby adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company’s existing articles of association.

Resolution 2

IT IS HEREBY RESOLVED THAT, subject to the passing of Resolution 1:

(A) the Company be and is hereby authorised to implement the Premium Admission Proposals described in the Circular; and

(B) the Company be and is hereby authorised to apply for the cancellation of the admission of the Ordinary Shares to listing and trading on the Official List of TISEA, subject to Admission.

Resolution 3

IT IS HEREBY RESOLVED THAT, subject to the passing of Resolution 2, with immediate effect, the articles of association of the Company be and are hereby amended by deleting Article 152(1) and replacing it with the following new Article 152(1):

The directors shall, at any general meeting of the Company held following the fourth anniversary of Admission (the “Initial Continuation Meeting”), propose an ordinary resolution that the Company continues its business as a closed-ended investment trust (a “Continuation Resolution”), provided that such Continuation Resolution is proposed no later than the first annual general meeting of the Company held following the fifth anniversary of Admission. If a Continuation Resolution is passed at the Initial Continuation Meeting then the directors shall be required to propose a further Continuation Resolution at any general meeting held following the fourth anniversary of the Initial Continuation Meeting (the “Second Continuation Meeting”), provided that such Continuation Resolution is proposed no later than the first annual general meeting of the Company held following the eighth anniversary of Admission. If a Continuation Resolution is passed at the Second Continuation Meeting, then the directors shall be required to propose a further Continuation Resolution at any general meeting held following every three years after the date of the Second Continuation Meeting (the “Anniversary Date”) thereafter, the exact timing of such subsequent meeting to be determined by the Directors at their sole discretion provided that it is held no later than the first annual general meeting of the Company held following the relevant Anniversary Date.

Resolution 4

IT IS HEREBY RESOLVED THAT, subject to the passing of Resolution 3, pursuant to Article 152(1) of the Company’s articles of association, the continuation of the Company’s business as a closed-ended investment trust be and is hereby approved.