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MIGO OPPORTUNITIES TRUST PLC

AGM Information Sep 18, 2025

4830_agm-r_2025-09-18_94503397-344d-43d3-a9b9-88da48825fa2.pdf

AGM Information

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COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS PASSED AT THE AGM

of

MIGO OPPORTUNITIES TRUST PLC (the "Company")

Company Number. 05020752

At the Annual General Meeting of the Company duly called and held on Thursday, 18 September 2025 at 12 noon, the following resolutions were passed by the requisite majority:

Ordinary Resolutions:

1 To receive the Strategic Report, Directors' Report and Auditors' Report and the audited financial statements for the year ended 30 April 2025.

2 To receive and approve the Directors' Remuneration Report for the year ended 30 April 2025.

3 To re-elect Mr Richard Davidson as a Director of the Company.

4 To re-elect Ms Caroline Gulliver as a Director of the Company.

  • 5 To re-elect Ms Lucy Costa Duarte as a Director of the Company.
  • 6 To re-elect Mr Ian Henderson as a Director of the Company.
  • 7 To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company.

8 To authorise the Audit Committee to determine the Auditor's remuneration.

9 THAT the Directors of the Company be and are hereby generally and unconditionally authorised (in substitution for any authorities previously granted to the Directors to the extent unused) pursuant to Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £61,681 (representing approximately one-third of the issued share capital (excluding treasury shares) as at the date of the AGM) during the period commencing on the passing of this Resolution and expiring (unless previously revoked, varied, renewed or extended by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2026 (the "Section 551 period"), but so that the Directors may, at any time prior to the expiry of the Section 551 period, make offers or agreements which would or might require shares to be allotted or Rights to be granted after the expiry of the Section 551 period and the Directors may allot shares or grant Rights in pursuance of such offers or agreements as if the authority conferred by this Resolution had not expired.

Special Resolutions:

10 THAT in substitution for any existing power under Section 570 of the Companies Act 2006 (the "Act"), but without prejudice to the exercise of any such power prior to the date of this Resolution, the Directors be and they are hereby empowered, in accordance with Sections 570 and 573 of the Act, to allot equity securities (as defined in Section 560(1) of the Act) for cash, pursuant to the authority under Section 551 of the Act conferred on the Directors by Resolution 9 above as if Section 561(1) of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £18,504 (this being 10% of issued share capital as at the date of the AGM), at a price per share not less than the net asset value per share, such power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2026, unless previously revoked, varied or renewed by the Company in General Meeting, save that the Company may, at any time prior to the expiry of such power, make an offer to enter into an agreement which would or might require equity securities or relevant shares to be allotted or sold after the expiry of such power and the Directors may allot equity securities or sell relevant shares in pursuance of such an offer or agreement as if such power had not expired.

11 THAT the Company is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the "Act") to make purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 1p each in the capital of the Company ('Ordinary shares') for cancellation or for placing into Treasury provided that:

  • (a) the maximum number of Ordinary shares authorised to be acquired shall be 2,773,804 (this being, 14.99% of the Ordinary shares in issue immediately following the passing of this Resolution);
  • (b) the minimum price (exclusive of expenses) which may be paid for each Ordinary share is 1p;
  • (c) the maximum price (exclusive of expenses) which may be paid for each Ordinary share, shall not be more than the higher of: (i) an amount equal to 105% of the average of the middle market quotations of Ordinary shares taken from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the contract of purchase is made; and (ii) the higher of the price of the last independent trade in the Ordinary shares and the highest then current bid for the Ordinary shares on the London Stock Exchange's market for larger established companies;
  • (d) this authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on which this Resolution is passed;
  • (e) the Company may make a contract of purchase for Ordinary shares under this authority before this authority expires which will or may be executed wholly or partly after its expiration; and
  • (f) any Ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in Treasury and if held in Treasury may be resold from Treasury or cancelled at the discretion of the Directors.

12 THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

For and on behalf of Frostrow Capital LLP, Company Secretary

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