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POLAR CAPITAL GLOBAL HEALTH.TST PLC

AGM Information Feb 10, 2023

5198_dva_2023-02-10_15451a70-d84b-4ee2-ac6d-ac2b4f57859c.pdf

AGM Information

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Resolutions passed at the Annual General Meeting of Polar Capital Global Healthcare Trust PLC, duly convened and held on 9 February 2023

ORDINARY RESOLUTION (for information)

  1. THAT the Directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 'Act'), and in substitution for all existing authorities, to exercise all powers of the Company to allot shares in the Company up to a maximum aggregate nominal amount of £3,031,750 (being 10% of the Company's issued Ordinary share capital on 9 December 2022 or, if changed, the number representing 10% of the issued share capital of the Company at the date the resolution is passed) PROVIDED THAT this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution, save that the said authority shall allow and enable the Directors to make an offer or agreement before the expiry of that authority which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

    1. THAT, subject to the passing of Resolution 11, the Directors be and they are hereby empowered pursuant to Section 570 and Section 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) wholly for cash pursuant to the authority conferred by Resolution 11 and/or sell shares held by the Company as treasury shares for cash as if sub-section (1) of Section 561 of the Act did not apply to any such allotment PROVIDED THAT this power shall be limited:
  • (i) to the allotment of equity securities and sale of treasury shares for cash whether by way of a rights issue, open offer or otherwise to Ordinary Shareholders and/or holders of any other securities in accordance with the rights of those securities where the equity securities respectively attributable to the interests of all Ordinary Shareholders and/or such holders are proportionate (or as nearly as may be) to the respective numbers of Ordinary shares and such equity securities held by them (or as otherwise allotted in accordance with the rights attaching to such equity securities) subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
  • (ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to a maximum aggregate nominal value of £3,031,750 (being 10% of the Company's issued Ordinary share capital on 9 December 2022 or, if changed, the number representing 10% of the issued share capital of the Company at the date the resolution is passed);

and this power shall expire at the conclusion of the next AGM of the Company after the passing of this resolution, save that the Directors may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

    1. THAT the Company be and is hereby generally and unconditionally authorised pursuant to Section 701 of the Act to make market purchases (within the meaning of Section 693 of the Act) of Ordinary shares of 25p each in the capital of the Company, on such terms and in such manner as the Directors may from time to time determine PROVIDED THAT:
  • (i) the maximum number of Ordinary shares hereby authorised to be purchased shall be 18,178,373; representing approximately 14.99% of the issued share capital at 9 December 2022;
  • (ii) the minimum price excluding expenses which may be paid for an ordinary share is 25p;

Resolutions passed at the Annual General Meeting of Polar Capital Global Healthcare Trust PLC, duly convened and held on 9 February 2023

  • (iii) the maximum price excluding expenses payable by the Company for each ordinary share is the higher of:
  • (a) 105% of the average of the middle-market quotations of the ordinary shares for the five business days prior to the date of the market purchase; and
  • (b) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary share on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 13 will be carried out.
  • (iv) the Company may make a contract to purchase Ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary shares pursuant to any such contract; and
  • (v) any Ordinary shares so purchased shall be:
  • (a) cancelled immediately upon completion of the purchase; or
  • (b) held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Companies Act 2006.

Tracey Lago FCG Polar Capital Secretarial Services Limited Secretary

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