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European Smaller Companies Trust PLC

AGM Information Oct 17, 2025

5207_agm-r_2025-10-17_f60e9e13-cd86-4eb8-b73a-d88219571f83.pdf

AGM Information

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Registered Number: 2520734

The Companies Act 2006 Company Limited by Shares

RESOLUTIONS OF

THE EUROPEAN SMALLER COMPANIES TRUST PLC

(the "Company")

Passed on 3 October 2025

At the General Meeting of The European Smaller Companies Trust PLC (the "Company"), duly convened and held on 3 October 2025, the resolutions were passed as set out below:

ORDINARY RESOLUTION

THAT conditional upon the scheme of reconstruction and members' voluntary winding-up of European Assets Trust PLC (as described in the circular to the shareholders of the Company dated 9 September 2025 of which this notice of general meeting forms part (the "Circular")) becoming unconditional in all respects, the directors of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot ordinary shares of 1.5625 pence each in the capital of the Company up to an aggregate nominal value of £3,125,000 in connection with the Issue (as defined in the Circular), provided that this authority shall (unless previously revoked) expire on 31 December 2025.

SPECIAL RESOLUTIONS

THAT

  • (i) subject to the confirmation of the Court, the Company be and is authorised to cancel the amount standing to the credit of the share premium account of the Company at the date of the passing of this resolution, and the amount by which the share premium account is so cancelled be credited to a distributable reserve which shall be capable of being applied in any manner in which the Company's profits available for distribution (as determined in accordance with the Companies Act 2006) are able to be applied; and
  • (ii) conditional upon the scheme of reconstruction and members' voluntary winding-up of European Assets Trust PLC (as described in the Circular) becoming unconditional in all respects, and subject to the confirmation of the Court, the Company be and is authorised to cancel the amount standing to the credit of the share premium account of the Company immediately following, and as a result of, the Issue (as defined in the Circular), and the amount by which the share premium account is so cancelled be credited to a distributable reserve which shall be capable of being applied in any manner in which the Company's profits available for distribution (as determined in accordance with the Companies Act 2006) are able to be applied.

Certified a true copy

Janus Henderson Secretarial Services UK Limited

Corporate Secretary The European Smaller Companies Trust PLC

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