Company Number: 10626295 THE COMPANIES ACT 2006 (the "Act") COMPANY LIMITED BY SHARES SPECIAL BUSINESS OF DOWNING STRATEGIC MICRO-CAP INVESTMENT TRUST PLC
Passed on 21 February 2025
At a General Meeting of Downing Strategic Micro-Cap Investment Trust plc (the "Company") held at the offices of Dickson Minto LLP, Dashwood House, 69 Old Broad Street, London EC2M 1QS on 21 February 2025, the following resolution was passed on a poll as a special resolution.
THAT:
- (a) the Company be and is hereby wound up voluntarily pursuant to section 84(1)(b) of the Insolvency Act 1986 and Derek Neil Hyslop and Richard Peter Barker, both licensed insolvency practitioners of Ernst & Young LLP, be and are hereby appointed as joint liquidators (the "Liquidators") of the Company for the purposes of such winding up and distributing the Company's assets and any power conferred on them by law, the articles of association of the Company or by this resolution and any act required or authorised under any enactment to be done by them may be exercised by them jointly or by each of them alone;
- (b) the Liquidators be and are hereby authorised to make distributions in cash to the shareholders of the Company in accordance with its articles of association and that the amount to be received by each shareholder will be weighted proportionately to the number of shares held;
- (c) the Liquidators be and are hereby authorised under the provisions of section 165(2) of the Insolvency Act 1986 to exercise the powers set out in Part I of Schedule 4 of the Insolvency Act 1986;
- (d) the Liquidators be and are hereby entitled to receive remuneration for their services by reference to the time properly given by them and their staff, as well as raise and draw invoices in respect of disbursements, in respect of assisting the directors and members of the Company in placing the Company into liquidation and attending to matters arising on the winding up; and
- (e) the Company's books and records be held by its company secretary to the order of the Liquidators until the expiry of twelve months after the date of dissolution of the Company, when they may be disposed of, save for financial and trading records which shall be kept for a minimum of six years following the vacation of the Liquidators from office.
Certified a true copy of original
J Carslake For and on behalf of ISCA Administration Services Limited