DUNEDIN ENTERPRISE INVESTMENT TRUST PLC

Declaration of Voting Results & Voting Rights Announcements • May 11, 2017

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

of

Dunedin Enterprise Investment Trust PLC

(the Company)

Company Number SC052844

At an Annual General Meeting of the Company duly convened and held at The Waldorf Astoria Edinburgh - The Caledonian, Princes Street, Edinburgh, EH1 2AB on ¹¹ May ²⁰¹⁷ the following Resolutions were passed as special resolutions:

SPECIAL RESOLUTION

1. That, in substitution for any existing authority, the Company be and is hereby authorised in accordance with Section 701 of the Companies Act 2006 (the Act) to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 25 pence each in the capital of the Company provided that:

2. (i) the maximum number of ordinary shares hereby authorised to be purchased is 3,096,609;

3. (ii) the minimum price which may be paid for an ordinary share shall be 25 pence;
4. the maximum price (exclusive of expenses) which shall be paid for an ordinary share shall be not more than the higher of an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share taken from and calculated by reference to the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the shares are purchased and the amount stipulated by Article 5(1) of the regulation entitled the 'Buy-Back and Stabilisation Regulation'; (iii)
5. the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or, if earlier, the date which is 15 months after the passing of this resolution) unless the authority is varied, revoked or renewed prior to such time; and (iv)

6. the Company may make a contract to purchase shares under the authority hereby conferred prior to the expiry of such authority and may make a purchase of shares pursuant to any such contract notwithstanding such expiry. (V)

7. That a general meeting other than an annual general meeting may be called at not less than 14 clear days' notice.

Dunedin LLP Secretary