PACIFIC ASSETS TRUST PLC — AGM Information 2013

Jun 26, 2013

PACIFIC ASSETS TRUST plc (the "Company") Company Number. SC091052

The Full Text of the Special Resolutions passed by the requisite majority at the Annual General Meeting of the Company held on 25 June 2013

DISAPPLICATION OF PRE-EMPTION RIGHTS $\mathbf{1}$ .

That, subject to the passing of resolution 10 proposed at the Annual General Meeting of the Company convened for 25 June 2013 ('Resolution 10'), the board of directors of the Company (the 'Board') be and it is hereby generally empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot equity securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, ordinary shares of 12.5 pence each in the capital of the Company ('Ordinary Shares')) for cash pursuant to the authority conferred on them by such Resolution 10 as if section $561(1)$ of the Act did not apply to any such allotment, provided that this power shall be limited to:

• the allotment of equity securities for cash in connection with a rights issue, open $(i)$ offer or other pre-emptive offer in favour of the holders of Ordinary Shares who are on the register of members on a date fixed by the Board where the equity securities respectively attributable to the interests of all such holders of Ordinary Shares are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on that date (subject to such exclusions or other arrangements in connection with the rights issue, open offer or other preemptive offer as the Board deem necessary or expedient to deal with shares held in treasury, fractional entitlements to equity securities and to deal with any legal or practical problems or issues arising in any overseas territory or under the requirements of any regulatory body or stock exchange); and
• the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity $(ii)$ securities up to an aggregate nominal amount of $£1,460,605$ , and shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2014 or 15 months from the date of passing this resolution, whichever is the if earlier, unless previously revoked, varied or renewed by the Company in general meeting and provided 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 after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

AUTHORITY TO REPURCHASE SHARES $\overline{2}$ .

That, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the 'Act') to make one or more market purchases (as defined in section 693(4) of the Act) of ordinary shares of 12.5 pence each in the capital of the Company ('Ordinary Shares') for cancellation on such terms and in such manner as the board of directors may determine provided that:

the maximum aggregate number of Ordinary Shares which may be purchased is $(i)$ 14.99% of the number of Ordinary Shares in issue immediately prior to the passing of this resolution;

• the minimum price which may be paid for an Ordinary Share is 12.5 pence $(ii)$ (exclusive of associated expenses);
• (iii) the maximum price which may be paid for an Ordinary Share (exclusive of associated expenses) shall not be more than the higher of: (a) an amount equal to 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five dealing days immediately preceding the day on which the Ordinary Share is purchased; and (b) the higher of the last independent trade and the highest current independent bid on the London Stock Exchange for an Ordinary Share; and
• (iv) unless previously renewed, varied or revoked, this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2014 or 15 months from the date of passing this resolution, whichever is the earlier, unless previously revoked, varied or renewed by the Company in general meeting and provided that the Company may before such expiry enter into a contract to purchase Ordinary Shares which will or may be completed wholly or partly after such expiry and a purchase of Ordinary Shares may be made pursuant to any such contract.

$\mathbf{3}$ . GENERAL MEETINGS

That as permitted by the EU Shareholders' Rights Directive (2007/36/EC) any General Meeting of the Company (other than the Annual General Meeting of the Company) shall be called by notice of at least 14 clear days in accordance with the provisions of the Articles of Association of the Company provided that the authority shall expire on the conclusion of the next Annual General Meeting of the Company, or, if earlier, on the expiry 15 months from the date of the passing of the resolution.

ADOPTION OF NEW ARTICLES OF ASSOCIATION $\overline{4}$ .

That the Articles of Association set out in the document produced to this meeting and signed by the Chairman of the meeting for the purposes of identification be and are hereby appointed and adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company.

Certified as a true copy

For and on behalf of Frostrow Capital LLP Company Secretary

Authorised Signatory