ASIA DRAGON TRUST PLC (Registered in Scotland No: 106049)

RESOLUTIONS PASSED AT AGM

At the Annual General Meeting of Asia Dragon Trust plc duly convened and held at Bow Bells House, 1 Bread Street, London EC4M 9HH on 9 December 2022, the following resolutions were passed. Resolution 11 was proposed as an ordinary resolution and resolutions 12 to 14 inclusive were proposed as special resolutions.

SPECIAL BUSINESS

ORDINARY RESOLUTION

11. That, in substitution for any pre-existing power to allot or grant rights to subscribe for or to convert any security into shares in the Company, but without prejudice to the exercise of any such authority prior to the date of this resolution, the Directors 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 shares in the Company ("securities") up to an aggregate nominal amount of £7.86 million or, if less, the number representing 33.3% of the

Company's issued Ordinary share capital as at the date of passing of this resolution, such authority to expire on 29 February 2024 or, if earlier, at the conclusion of the next Annual General Meeting of the Company to be held after the passing of this resolution, unless previously revoked, varied or extended by the Company in general meeting, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require relevant securities to be allotted after the expiry of such authority, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if such authority had not expired.

SPECIAL RESOLUTION

12. That, subject to the passing of resolution 11 as set out above and in substitution for any existing power under Sections 570 and 573 of the Companies Act 2006 (the "Act") but without prejudice to the exercise of any such authority prior to the passing of this resolution, the Directors be and are hereby generally empowered, pursuant to Sections 570 and 573 of the Act, to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority under Section 551 of the Act conferred by resolution 12 or by way of a sale of treasury shares (within the meaning of Section 560 (3) of the Act) as if Section 561 of the Act did not apply to any such allotment or sale, provided that this power shall:

  1. be limited to the allotment of equity securities or the sale of treasury shares up to an aggregate nominal amount of £1.19 million or, if less, the number representing 5% of the
    Company's issued Ordinary share capital as at the date of passing of this resolution
    (£1,182,832 nominal as at 9 December 2022); and,
  2. expire on 29 February 2024 or, if earlier, at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution unless previously revoked, varied or extended 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 or sell treasury shares to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power conferred hereby had not expired.

SPECIAL RESOLUTION

13. That, in substitution for any existing authority under Section 701 of the Companies Act 2006 (the "Act"), but without prejudice to the exercise of any such authority prior to the date hereof, the Company be generally and unconditionally authorised, in accordance with Section 701 of the Act, to make market purchases (within the meaning of Section 693(4) of the Act) of fully

paid Ordinary shares of 20p each in the capital of the Company ("shares") and to cancel or hold in treasury such shares, provided that:

  1. the maximum aggregate number of shares hereby authorised to be purchased is 17.8 million or, if less, the number representing 14.99% of the issued Ordinary share capital of the Company as at the date of the passing of this resolution (17,730,648 Ordinary shares as at 9 December 2022);
  2. the minimum price which may be paid for a share shall be 20p (exclusive of expenses);
  3. the maximum price (exclusive of expenses) which may be paid for a share shall be an amount being not more than the higher of (i) 105% of the average of the middle market quotations (as derived from the Daily Official List of the London Stock Exchange) for the shares for the five business days immediately preceding the date of purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid relating to a share on the trading venue where the purchase is carried out; and;
  4. unless previously varied, revoked or renewed, the authority hereby conferred shall expire on 29 February 2024 or, if earlier, at the conclusion of the next Annual General Meeting of the Company to be held after the passing of this resolution, save that the Company may, at any time prior to such expiry, enter into a contract or contracts to purchase shares under such authority which would or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of shares pursuant to any such contract or contracts as if the authority conferred hereby had not expired.

SPECIAL RESOLUTION

14. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice provided that this authority shall expire at the conclusion of the next Annual

General Meeting of the Company after the passing of this resolution.

Certified a True Copy

Charles Mearns

For Asia Dragon Trust plc

abrdn Holdings Limited, SECRETARY 12 December 2022

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Asia Dragon Trust plc published this content on 09 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 December 2022 14:11:44 UTC.