Company Number: 02685257
City of London Investment Group plc (the "Company")
LISTING RULE 6.4.2R
SPECIAL BUSINESS RESOLUTIONS FOR FILING WITH THE NATIONAL STORAGE MECHANISM
At an Annual General Meeting of the Company duly convened and held at 77 Gracechurch Street, London EC3V 0AS on Monday 27 October 2025 at 11:30am, the following resolutions were passed concerning special business:
SPECIAL RESOLUTIONS
Disapplication of pre-emption rights
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- That, if resolution 11 is passed, the Directors be authorised to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:
- (a) to allotments for rights issued and other pre-emptive issues; and
- (b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £50,679 (5,067,909) ordinary shares at nominal price of £0.01 per share, 10% of the Company's ordinary share capital in issue):
- such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 31st October 2026but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
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- That, if resolution 11 is passed, the Directors be authorised, in addition to any authority granted under resolution 14, to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be:
- (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £50,679 (5,067,909 ordinary shares at nominal price of £0.01 per share, 10% of the Company's ordinary share capital in issue); and
- (b) used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or a specified capital investment
of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-emption Group prior to the date of this Notice of AGM,
such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 31st October 2026 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Authority to purchase own shares
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- To unconditionally and generally authorise the Company for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares, provided that:
- (a) the maximum number of ordinary shares that may be purchased is 1,520,372 (3% of the Company's ordinary share capital in issue);
- (b) the minimum price that may be paid for each ordinary share is £0.01;
- (c) the maximum price that may be paid for an ordinary share is an amount equal to the higher of (i) 105% of the average of the closing price of the Company's ordinary shares, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased, and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System; and
- (d) this authority shall expire at the conclusion of the Company's next AGM or, if earlier, 31st October 2026 (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry), unless such authority is renewed prior to such time.
Prism Cosec Limited Company Secretary
27 October 2025