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Murray International Trust PLC AGM Information 2017

Apr 25, 2017

4594_rns_2017-04-25_9e668909-6bc5-4b7c-8bbb-25680cc1c929.pdf

AGM Information

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MURRAY INTERNATIONAL TRUST PLC (Registered in Scotland No: 6705)

SPECIAL BUSINESS

(Passed on 25 April 2017)

At the Annual General Meeting of Murray International Trust PLC held at 12.30 pm on 25 April 2017 at the Glasgow Royal Concert Hall, 2 Sauchiehall Street, Glasgow the following resolutions were passed as special business:

Special Business

As special business to consider and, if thought fit, pass the following resolutions in the case of resolution 13 as an Ordinary Resolution and in the case of resolutions 14 and 15 as Special Resolutions:

Authority to Allot

  1. THAT the Directors be generally and unconditionally authorised in accordance with Section 551 of 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 up to an aggregate nominal amount of £3,187,106 (representing 10% of the total Ordinary share capital of the Company in issue on 10 March 2017) during the period expiring on the date of the next Annual General Meeting of the Company or on 30 June 2018, whichever is the earlier, but so that this authority, unless previously revoked, varied or renewed, shall allow the Company to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares and grant rights in pursuance of such an offer or agreement as if such authority had not expired.

Disapplication of Pre-emption Rights

  1. THAT the Directors be and they are hereby empowered, pursuant to Sections 570 and 573 of the Act, to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority given in accordance with Section 551 of the Act by Resolution Number 13 as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:-

(i) during the period expiring on the date of the next Annual General Meeting of the Company or on 30 June 2018, whichever is earlier, but so that this power shall, unless previously revoked, varied or renewed, enable the Company to make offers or agreements before the expiry of this power which would or might require equity securities to be allotted after the expiry of this power and the Directors may allot equity securities in pursuance of such an offer or agreement as if such power had not expired;

(ii) up to an aggregate nominal amount of £3,187,106 (representing 10% of the total Ordinary share capital of the Company in issue on 10 March 2017); and

(iii) in the circumstances detailed in the section headed "Issue of Shares" on pages 36 and 37 of the Annual Report and at a price not less than 0.5% above the net asset value per share from time to time (as determined by the Directors and excluding Treasury shares). This power applies to a sale of Treasury shares which is an allotment of equity securities by virtue of Section 560(3) of the Act as if in the first paragraph of this Resolution the words "pursuant to the authority given in accordance with Section 551 of the Act by Resolution Number 13" were omitted.

Authority to Make Market Purchases of Shares

  1. THAT the Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of fully paid Ordinary shares of 25p each in the capital of the Company on such terms and in such manner as the Directors from time to time determine,

PROVIDED ALWAYS THAT:

(i) the maximum number of shares hereby authorised to be purchased shall be an aggregate of 19,109,887 Ordinary shares or, if less, the number representing 14.99% of the respective class of shares in issue (excluding shares already held in Treasury) as at the date of the passing of this Resolution;

(ii) the minimum price which may be paid for a share shall be 25p;

(iii) the maximum price (exclusive of expenses) which may be paid for a share shall be the higher of (i) an amount equal to 105% of the average of the middle market quotations for a share taken from, and calculated by reference to, the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid at the time the purchase is carried out;

(iv) any purchase of shares will be made in the market for cash at prices below the prevailing net asset value per share (as determined by the Directors);

(v) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or on 30 June 2018, whichever is earlier, unless such authority is previously revoked, varied or renewed prior to such time; and

(vi) the Company may make a contract or contracts 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 or contracts notwithstanding such expiry above.

40 Princes Street By order of the Board Edinburgh Aberdeen Asset Management PLC EH2 2BY Secretary 23 March 2017

Certified a True Copy

Aberdeen Asset Management PLC Secretary 26 April 2017