THE COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
BLUE PLANET FINANCIALS GROWTH & INCOME INVESTMENT TRUSTS NOs (1 - 10) PLC
(each a "GI Trust" and together "GI")
(registered numbers SC162796 to SC162805)
NOTICE OF RESOLUTIONS PASSED
At a general meeting of each GI Trust duly convened and held at the registered office of GI at Greenside House, 25 Greenside Place, Edinburgh EH1 3AA from 1.00pm to 1.45pm on 19 April 2012, the following resolution was duly passed as a special resolution:
That, subject to the conditions (other than the passing of this resolution) set out in paragraph 9 of Part III of the circular to the shareholders of G&I dated 26 March 2012 (a copy of which is produced to the meeting and initialled for the purpose of identification by the chairman of the meeting ("Circular")) having been fulfilled and notwithstanding anything in the articles of association of the company to the contrary, the G&I Scheme, as defined and set out in Part III of the Circular, be and hereby is approved and the directors of the company and William Duncan and Sarah Louise Burge of RSM Tenon Limited, Unit 1, Calder Close, Calder Park, Wakefield WF4 3BA ("the Liquidators") be and they hereby are authorised (insofar as they are not already authorised by the articles of association of the company) to implement the G&I Scheme and to execute any document and do any act or thing for the purpose of carrying the G&I Scheme into effect and, in particular (but without prejudice to the foregoing generality):
- the company (acting by the Liquidators) be and hereby is authorised and directed to enter $(a)$ into, and the Liquidators be and they hereby are authorised and directed, pursuant to Section 110 of the Insolvency Act 1986, to give effect to, a transfer agreement in the form of the draft which is produced to the meeting and signed for the purpose of identification by the chairman of the meeting with such non-material modifications thereto as the parties to such agreement may agree ("G&I Transfer Agreement"); and
- the Liquidators be and they hereby are authorised and directed to request Blue Planet $(b)$ International Financials Investment Trust plc ("International") to arrange for the issue of new ordinary shares of 50 pence each in the capital of International on the basis described in the G&I Transfer Agreement for distribution among the holders of the ordinary shares of 1 pence each in the capital of the company by way of satisfaction and discharge of their respective interests in so much of all of the assets and liabilities of the company as shall be transferred to International in accordance therewith and with the G&I Scheme
and for the purposes of the resolution, words and expressions defined in the Circular shall have the same meanings in this resolution, save where the context requires otherwise.
Dated: 19 April 2012 Registered office: Greenside House 25 Greenside Place Edinburgh EH1 3AA
W. Killae