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PACIFIC ASSETS TRUST PLC

AGM Information Jul 1, 2025

4682_agm-r_2025-07-01_b7e4020f-3d9b-4c6b-bdd3-b5b729c025eb.pdf

AGM Information

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COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

ORDINARY AND SPECIAL RESOLUTIONS

of

PACIFIC ASSETS TRUST plc (the "Company")

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:

  • 1. That the Report of the Directors and the financial statements for the year ended 31 January 2025 together with the Report of the Auditor thereon be received.
  • 2. That the Directors' Remuneration Report for the year ended 31 January 2025, (other than the part containing the Directors' Remuneration Policy) be received and approved.
  • 3. That a final dividend for the year ended 31 January 2025 of 4.9p per share be declared.
  • 4. That Ms J L Y Ang be elected as a Director..
  • 5. That Mr A M Impey be re-elected as a Director.
  • 6. That Ms N Sahgal be elected as a Director.
  • 7. That Mr R E Talbut be re-elected as a Director.
  • 8. That Mr E T A Troughton be re-elected as a Director.
  • 9. That BDO LLP be re-reappointed as Auditor to hold office from the conclusion of the meeting to the conclusion of the next Annual General Meeting at which accounts are laid.
  • 10. That the Audit Committee be authorised to determine BDO LLP's remuneration.

11. INVESTMENT POLICY

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.

12. AUTHORITY TO ALLOT SHARES

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.

13. DISAPPLICATION OF PRE-EMPTION RIGHTS

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.

14. AUTHORITY TO REPURCHASE SHARES

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;

  • (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;
  • (ii) the minimum price which may be paid for an Ordinary Share is 12.5 pence (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 price of the last independent trade and the highest current independent bid on the London Stock Exchange for an Ordinary Share at the time the purchase is carried out; and
  • (iv) this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 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 under such authority which will or may be completed or executed wholly or partly after such expiry and may make a purchase of Ordinary Shares pursuant to any such contract.

15. GENERAL MEETINGS

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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