STRATEGIC EQUITY CAPITAL PLC — AGM Information 2014

Nov 14, 2014

NOTICE OF RESOLUTIONS

of

STRATEGIC EQUITY CAPITAL PLC

Passed 14 November 2014

At the Annual General Meeting of the above-named Company, duly convened and held on 14 November 2014, the following Resolutions were passed as special business:

ORDINARY RESOLUTIONS

• 1. THAT the Company continue as an investment trust until the conclusion of the next Annual General Meeting of the Company.
• 1. THAT the Board be and it is hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) up to an aggregate nominal amount of £1,905,867, which authority shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company after the passing of this resolution and 14 May 2016 (unless previously revoked or varied by the Company in General Meeting) save that the Company may before such expiry make an offer or 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.

SPECIAL RESOLUTIONS

• 1. THAT the Board be and it is hereby empowered, pursuant to Section 570 of the Companies Act 2006, to allot equity securities (within the meaning of Section 560 of the said Act) for cash pursuant to the authority conferred by resolution 13 above and/or where such allotment constitutes an allotment of equity securities by virtue of Section 573 of the said Act, as if Section 561 of the said Act did not apply to any such allotment, provided that this power shall be limited to:
• (i) the allotment of equity securities in connection with a rights issue, open offer or any other pre-emptive offer or a scrip dividend alternative in favour of Ordinary shareholders (excluding any shares held as treasury shares) and in favour of holders (excluding any shares held as treasury shares) of any other class of equity security in accordance with the rights attached to such class where the equity securities respectively attributable to the interests of such persons on a fixed record date are proportionate (as nearly as may be) to the respective numbers of equity securities held by them or are otherwise allotted in accordance with the rights attaching to such equity securities (subject in either case to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in any overseas territory, the

requirements of any regulatory body or stock exchange or any other matter whatsoever); and

(ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities or sale of shares out of treasury up to an aggregate nominal value of £571,760,

and shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company after the passing of this resolution and 14 May 2016, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or sold after such expiry and the Board may allot or sell equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

• 1. THAT, in substitution for the Company's existing authority, the Company be and is hereby authorised in accordance with Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693 of the Act) of its Ordinary shares of 10p each ("Ordinary Shares") provided that:
• (i) the maximum number of Ordinary Shares hereby authorised to be purchased shall not exceed 8,570,684 Ordinary Shares (being 14.99% of the Company's issued ordinary share capital at 17 September 2014 (being the latest practicable date prior to the date of this notice) excluding any Ordinary Shares held in treasury);
• (ii) the minimum price which may be paid for an Ordinary Share shall be not less than the nominal amount of such Ordinary Share at the time of purchase; and
• (iii) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be the higher of (a) 5% above the average of the middle market prices of the Ordinary Shares according to the Daily Official List of the London Stock Exchange for the five business days immediately before the date on which the Company agrees to buy the Ordinary Shares, and (b) the higher of: (i) the last independent trade and (ii) the highest current independent bid for, any number of Ordinary Shares on the London Stock Exchange at the time the purchase is carried out. This authority shall continue for the period ending on the earlier of: (i) the date of the next Annual General Meeting of the Company after the passing of this resolution; and (ii) 14 May 2016 provided that if the Company has agreed, before this authority expires, to purchase Ordinary Shares where the purchase will or may be executed after this authority expires (whether wholly or in part), the Company may complete such purchase as if this authority has not expired.
• 1. THAT, in addition to the authority given to the Company to purchase its own shares pursuant to the resolution numbered 15 above, the Company be and is hereby authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693 of the Act) of its Ordinary Shares pursuant to the tender offer (the "Tender Offer") on substantially the same terms set out in the circular to shareholders of the Company published on 5 June 2014 (a copy of which is produced to the meeting and signed by the chairman of the meeting for the purpose of identification (the "Circular")) for the purposes of implementing a semi-annual tender offer in November 2014 (or such later date as the Directors may determine), provided that:

• (i) the maximum number of Ordinary Shares hereby authorised to be purchased shall not exceed such number as is equal to 4% of the Ordinary Shares in issue (excluding any Ordinary Shares held in treasury) on 14 November 2014;

• (ii) the price which may be paid for an Ordinary Share shall be the Tender Price (as defined in the Circular) (which shall be both the maximum price and the minimum price for the purposes of Section 701 of the Act); and

• (iii) unless renewed, the authority hereby conferred shall expire on the earlier of (a) the completion of the Tender Offer or (b) 20 February 2015 (unless such authority is renewed prior to such time) save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after such expiry.
• 1. THAT, in addition to the authority given to the Company to purchase its own shares pursuant to resolutions 15 and 16, the Company be and is hereby authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693 of the Act) of Ordinary Shares on substantially the same terms as the Tender Offer for the purposes of implementing a semi-annual tender offer in May 2015 (or such later date as the Directors may determine) provided that:
• (i) the maximum number of Ordinary Shares hereby authorised to be purchased shall not exceed such number as is equal to 4% of the Ordinary Shares in issue (excluding any Ordinary Shares held in treasury) on 1 May 2015;
• (ii) the price which may be paid for any Ordinary Shares will be a price per Ordinary Share equal to 90% of the latest published unaudited net asset value per Ordinary Share (including undistributed current period financial income and deducting the estimated costs of such offer) on a date falling on or within two business days of the record date of such offer (which shall be both the maximum price and the minimum price for the purposes of Section 701 of the Act); and
• (iii) the authority hereby conferred shall expire on 8 August 2015 (unless such authority is renewed prior to such time) save that the Company may, prior to such expiry, enter into a contract or contracts to purchase Ordinary Shares which will or may be completed wholly or partly after such expiry.