AGM Information • Jul 1, 2025
AGM Information
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of
Company Number. SC091052
At the Annual General Meeting of the Company duly called and held at the offices of Stewart Investors, Finsbury Circus House, 15 Finsbury Circus, London, EC2M 7EB on Tuesday, 1 July 2025 at 12 noon, the following resolutions were passed by the requisite majority, in the case of resolutions 1 to 12 as ordinary resolutions and in the case of resolutions 13 to 15 as special resolutions:
That the proposed amended investment policy set out on pages 106 and 107 of the Annual Report for the year ended 31 January 2025, a copy of which has been produced to the meeting and signed by the Chair for the purposes of identification, be and is hereby approved and adopted as the investment policy of the Company with immediate effect in substitution for, and to the exclusion of, all previous investment policies of the Company.
That, in substitution for all existing authorities (but without prejudice to the exercise of any such authority prior to the passing of this resolution), the Board of Directors of the Company (the "Board") be and it is hereby generally and unconditionally authorised pursuant to and in accordance with 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 up to an aggregate nominal amount of £1,484,167 (or if changed, the number representing 10% of the issued share capital of the Company (excluding any shares held in treasury) immediately prior to the passing of this resolution) on such terms as the Board may determine provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or on the date which is 15 months after 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 make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Board may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.
That, in substitution for all existing powers (but without prejudice to the exercise of any such power prior to the passing of this resolution) and subject to the passing of resolution 12 proposed at the Annual General Meeting of the Company convened for 1 July 2025 ("Resolution 12"), the Board be and it is hereby generally empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act") to allot, or make offers or agreements to allot, equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred on them by such Resolution 12 , and/or by way of a sale of treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to: the allotment of equity securities and the sale of treasury shares up to an aggregate nominal amount of £1,484,167 (or if changed, the number representing 10% of the issued share capital of the Company (excluding any shares held in treasury) immediately prior to the passing of this resolution) and shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or on the date which is 15 months after 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 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 Board may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
That in substitution for all existing authorities (but without prejudice to the exercise of any such authority prior to the passing of this resolution), 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 (within the meaning of section 693(4) of the Act) of its ordinary shares of 12.5 pence each in the capital of the Company ("Ordinary Shares") either for cancellation or for retention as treasury shares for future reissue, resale, transfer or cancellation on such terms and in such manner as the board of directors may determine provided that:(i) the maximum aggregate number of Ordinary Shares which may be purchased is 17,798,134, or if lower, the number representing 14.99% of the issued share capital of the Company (excluding Ordinary Shares held in treasury) immediately prior to the passing of this resolution;
That any General Meeting of the Company (other than the Annual General Meeting of the Company) may be called by not less than 14 clear days' notice 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 to be held in 2026.
Certified as a true copy
For and on behalf of Frostrow Capital LLP Company Secretary
………………………………… Authorised Signatory, 1 July 2025
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