Liontrust Asset Management PLC

AGM Information • Sep 22, 2022

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title: For AGM notice
author: David Gibbons
date: 2022-09-22 07:34:00+00:00

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No. 2954692

The Companies Act 2006

Public Company Limited by Shares

Ordinary and Special Resolutions

of

Liontrust Asset Management plc

At the Annual General Meeting of the Company duly convened and held on 22nd September 2022 resolution 1 below was passed as an Ordinary Resolution and resolutions 2 to 4 were passed as Special Resolutions:

Resolutions

Ordinary resolutions

That in substitution for all existing authorities (but without prejudice to any allotments made pursuant to the terms of such authorities), the Directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to:

(a) allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (“Relevant Securities”), up to an aggregate nominal amount of £216,451 (representing one third of the share capital of the Company (excluding treasury shares) as at 11 August 2022); and in addition

(b) to allot Relevant Securities comprising equity securities (within the meaning of section 560 of the Companies Act 2006) up to an aggregate nominal amount of £216,451 (representing one third of the share capital of the Company (excluding treasury shares) as at 11 August 2022) in connection with an offer by way of rights issue in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange;

such authority to expire on (unless previously revoked, varied or renewed) on 22 December 2023 or, if sooner, the conclusion of the next Annual General Meeting of the Company, provided that the Company may, before such expiry, make an offer or agreement which would, or might, require Relevant Securities to be allotted after such expiry, and the Directors may allot Relevant Securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

Special resolutions

1. That, subject to the passing of Resolution 1 above, in substitution for all existing powers (but without prejudice to any allotments made pursuant to the terms of such powers), the Directors be generally empowered, pursuant to sections 570 and 573 of the Companies Act (the “Act”), to allot equity securities (as defined in section 560 of that Act) for cash pursuant to the authority conferred in Resolution 1 above as if section 561(1) of that Act did not apply to such allotment, provided that this power shall expire (unless previously revoked, varied or renewed) on 22 December 2023, or, if sooner, the conclusion of the next Annual General Meeting of the Company and shall be limited to:

(a) the allotment of equity securities in connection with an offer of equity securities (including, without limitation, under a rights issue, open offer or similar arrangement, save that in the case of an allotment pursuant to the authority conferred by paragraph (b) of Resolution 1 above, such offer shall be by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record date or dates as the Directors may determine for the purpose of the issue receipts, where the equity securities respectively attributable to the interests of all holders of ordinary shares are proportionate (as nearly as may be) to the respective number of ordinary shares held by them on any such record date or dates (subject to such exclusions or arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal, regulatory or practical problems arising under the laws of any overseas territory or by virtue of the shares being represented by depository receipts, or the requirements of any regulatory body or stock exchange); and

(b) otherwise than pursuant to paragraph (a) above, up to an aggregate nominal amount of £32,467 (representing 5 per cent of the issued share capital of the Company as at 11 August 2022),

save that the Company may, before expiry of this power, make an offer or agreement which would, or might, require equity securities to be allotted after such expiry, and the Directors may allot equity securities in pursuance of such offer or agreement as if that the power conferred hereby had not expired.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act as if in the first paragraph of this resolution the words “subject to the passing of Resolution 1” were omitted.

1. Subject to the passing of Resolution 1 above, the Directors be empowered pursuant to sections 570 and 573 of the Companies Act, in addition to any authority granted under Resolution 3, to allot equity securities (within the meaning of section 560 of the Companies 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 Companies Act did not apply to any such allotment or sale, such authority to be:

limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £32,467 (representing 5 per cent of the issued share capital of the Company as at 11 August 2022); and

used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other 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,

provided that this power shall expire (unless previously revoked, varied or renewed) at the end of the next Annual General Meeting of the Company or, if sooner, on 22 December 2023 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.

That in substitution for all existing and previous authorities, the Company be generally authorised for the purpose of section 701 of the Companies Act to make a market purchase or purchases (within the meaning of section 693(4) of the Companies Act) of its own ordinary shares of 1 penny each in such manner and on such terms as the Directors may from time to time determine provided that:

(a) the maximum number of shares hereby authorised to be acquired is 6,493,538;

(b) the maximum price which may be paid for an ordinary share is 5 per cent above the average of the middle market quotations for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased;

          (c)   the minimum price, exclusive of expenses, which may be paid for each ordinary share is 1 penny; and

          (d)   this authority shall expire (unless previously revoked, varied or renewed) on 22 December 2023, or, if sooner, the conclusion of the next Annual

                General Meeting (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and

                    which will or might be executed wholly or partly after such expiry), unless such authority is renewed prior to such time.

Mark A Jackson

Company Secretary