Company Number: SC042651
THE COMPANIES ACT 2006
PUBLIC LIMITED COMPANY
MID WYND INTERNATIONAL INVESTMENT TRUST PLC
RESOLUTIONS
(Passed on 16 October 2025)
At the Annual General Meeting of Mid Wynd International Investment Trust plc (the "Company"), duly convened and held at Juniper Partners Limited, 28 Walker Street, Edinburgh, EH3 7HR on 16 October 2025 at 12 noon, the following resolutions were passed:
SPECIAL RESOLUTIONS
- Authority to repurchase Ordinary shares
That, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Company be and is hereby generally and unconditionally authorised pursuant to Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of any of its ordinary shares in the capital of the Company in such manner and upon such terms as the Directors of the Company may from time to time determine, provided that:
- (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 5,511,276, or, if less, the number representing approximately 14.99% of the issued ordinary share capital of the Company (excluding Treasury shares) as at the date on which this resolution is passed;
- (b) the minimum price (exclusive of expenses) which may be paid for any ordinary share is the nominal value thereof;
- (c) the maximum (exclusive of expenses) price which may be paid for any ordinary share shall not be more than the higher of:
- (i) 5% above the average of the middle market quotations for an ordinary share (as derived from the Daily Official List of the London Stock Exchange) over the five business days immediately preceding the date of purchase; and
- (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for such shares on the London Stock Exchange at the time the purchase is carried out; and
- (d) unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, on the date which is 15 months after the date on which this resolution is passed, save that the Company may, prior to such expiry, enter into a contract to purchase ordinary shares under such authority which will or might be completed or
executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract.
13. Disapplication of pre-emption rights
That, subject to the passing of Resolution 11, above (the 'Section 551 Resolution'), but without prejudice to the exercise of any such authority prior to the date of passing of this resolution, the Directors of the Company be and they are hereby generally and unconditionally empowered, pursuant to Sections 570 and 573 of the Act, to allot, or make offers or agreements to allot, equity securities (as defined in Section 560(1) of the Act), for cash pursuant to the authority given by the Section 551 Resolution or by way of a sale of Treasury shares (as defined in Section 560(3) of the Act), in each case as if Section 561(1) of the Act did not apply to any such allotment of equity securities or sale of Treasury shares, provided that this power:
- (a) shall be limited to the allotment of equity securities or sale of Treasury shares in connection with an offer of such securities to the holders of shares in the capital of the Company in proportion (as nearly as may be) to their respective holdings of such shares but subject to such exclusions, limits or restrictions or other arrangements as the Directors may deem necessary or expedient to deal with Treasury shares, fractional entitlements, record dates or any legal, regulatory or practical problems in or under the laws of any territory, or the requirements of any regulatory body or any stock exchange in any territory or otherwise howsoever; or
- (b) shall be limited to the allotment of equity securities or sale of Treasury shares (otherwise than pursuant to sub-paragraph (a) of this resolution) up to an aggregate nominal value of £497,858 being approximately 15% of the nominal value of the issued share capital of the Company (including Treasury shares), as at 5 September 2025; and
- (c) expires at the conclusion of the next annual general meeting of the Company or, if earlier, on the date which is 15 months after the date on which the resolution is passed, save that the Company may, before such expiry, make an offer or enter into an agreement which would or might require equity securities to be allotted or Treasury shares to be sold after such expiry and the Directors may allot equity securities or sell such Treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
14. Notice of General Meetings
That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice provided that this authority shall expire at the conclusion of the next annual general meeting of the Company.
Juniper Partners Limited Company Secretary