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Witan Investment Trust PLC — AGM Information 2011
May 10, 2011
5244_dva_2011-05-10_38162a8d-51d6-46e7-808d-20df8925aef1.pdf
AGM Information
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Registered Number: 101625
THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
WITAN INVESTMENT TRUST PLC
Passed on 10 May 2011
At the Annual General Meeting duly convened and held on 10 May 2011, the following resolutions were duly passed as other business:
AS SPECIAL RESOLUTIONS:
THAT the Company be and is hereby generally and unconditionally authorised in $[10.]$ 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 ordinary shares of 25p each in the capital of the Company ("Ordinary Shares"), provided that:
(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 29,090,492 (representing approximately 14.99% of the Ordinary Shares in issue at 30 March 2011, the date of this Notice of Annual General Meeting);
(b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 25p;
(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of (i) an amount equal to 105% of the average middle market quotations for an Ordinary Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary Share is purchased and (ii) the higher of the last independent bid and the highest current independent bid on the London Stock Exchange when the purchase is carried out, or such other amount as may be specified by the UK Listing Authority from time to time;
(d) the authority hereby conferred will expire at the conclusion of the Annual General Meeting of the Company in 2012, or, if earlier, on the expiry of 18 months from the passing of this resolution, unless such authority is renewed prior to such time; and
(e) 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;
RESOLUTIONS OF WITAN INVESTMENT TRUST PLC
Passed on 10 May 2011
provided that all Ordinary Shares purchased pursuant to the said authority shall be cancelled immediately upon completion of the purchases.
THAT the Company be and is hereby generally and unconditionally authorised in $[11.]$ accordance with section 701 of the Act to make market purchases (within the meaning of section 693 of the Act) of 3.4 per cent Cumulative Preference Shares of £1 each in the capital of the Company ('3.4 per cent Cumulative Preference Shares') and 2.7 per cent Cumulative Preference Shares of £1 each in the capital of the Company ('2.7 per cent Cumulative Preference Shares', together with the 3.4 per cent Cumulative Preference Shares, the 'Preference Shares'), provided that:
(a) the maximum aggregate number of Preference Shares hereby authorised to be purchased shall be the entire issued capital amount of the Preference Shares as at 30 March 2011, the date of this Notice of Annual General Meeting, being (i) 2,055,000 of the 3.4 per cent Cumulative Preference Shares and (ii) 500,000 of the 2.7 per cent Cumulative Preference Shares;
(b) the minimum price (exclusive of expenses) which may be paid for a Preference Share is 1p;
(c) the maximum price (exclusive of expenses) which may be paid for an Preference Share is the higher of (i) an amount equal to 105% of the average middle market quotations for an Ordinary Share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Preference Share is purchased and (ii) the higher of the last independent bid and the highest current independent bid on the London Stock Exchange when the purchase is carried out:
(d) the authority hereby conferred will expire at the conclusion of the Annual General Meeting of the Company in 2012, or, if earlier, on the expiry of 18 months from the passing of this resolution, unless such authority is renewed prior to such time; and
(e) the Company may make a contract to purchase Preference 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 Preference Shares pursuant to any such contract;
provided that all Preference Shares purchased pursuant to the said authority shall be cancelled immediately upon completion of the purchase.
Eleanor Cranmer For and on behalf of Frostrow Capital LLP Secretary to Witan Investment Trust plc