Company Number 3117355

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

SPECIAL BUSINESS RESOLUTIONS

OF

ALLIANZ TECHNOLOGY TRUST PLC

(All resolutions were passed on a Poll, 24 April 2024)

At the ANNUAL GENERAL MEETING of the above-named company duly convened and held on 24 April 2024 at 2.30pm at Grocers' Hall, Princes Street, London, EC2R 8AD, the following special business resolutions were passed on a poll. Resolutions 12 and 15 were passed as ordinary resolutions and resolutions 11, 13, 14 and 16 were passed as special resolutions.

11. It was RESOLVED:

THAT, the Articles of Association produced to the meeting and signed by the chairman of the meeting for the purposes of identification be approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association with effect from the conclusion of the meeting.

12. It was RESOLVED:

THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date hereof, the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (together being 'relevant securities') provided that such authority shall be limited to the allotment of shares and the grant of rights in respect of shares with an aggregate nominal value of up to £1,071,891 (42,875,668 Ordinary shares) (representing 10% of the Company's total issued share capital as at 12 March 2024) such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, varied or extended by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require relevant securities to be allotted or granted after the expiry of such authority and the Directors shall be entitled to allot or grant relevant securities in pursuance of such an offer or agreement as if such authority had not expired.

13. It was RESOLVED:

THAT, subject to the passing of resolution 12 above, and in substitution for any existing power but without prejudice to the exercise of any such power prior to the date hereof, the Directors of the Company be and they are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the 'Act')

to allot equity securities (within the meaning of section 560(1) of the Act) for cash either pursuant to the authority given by resolution 10 above or by way of the sale of Treasury shares wholly for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

  1. expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, 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 Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and;
  2. shall be limited to the allotment of equity securities or the sale of Treasury shares up to an aggregate nominal value of £1,071,891 (42,875,668 Ordinary shares) (representing 10% of the Company's total issued share capital as at 12 March 2024).

14. It was RESOLVED:

THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date hereof, the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with Section 701 of the Companies Act 2006 (the 'Act'), to make market purchases (within the meaning of Section 693(4) of the Act) of fully paid Ordinary shares of 2.5p each in the capital of the Company ('Ordinary shares'), provided that:

  1. the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 64,270,626 or, if less, the number representing approximately 14.99 per cent. Of the issued Ordinary share capital of the Company on the date on which this resolution is passed;
  2. the minimum price (excluding expenses) which may be paid for an Ordinary share is 2.5p;
  3. the maximum price (excluding expenses) which may be paid for each Ordinary share purchased pursuant to this authority shall not be more than the higher of:
    1. 5% above the average closing price on the London Stock Exchange of an Ordinary share over the five business days immediately preceding the date of purchase: and
    2. the higher of the last independent trade and the highest current independent bid on the London Stock Exchange; and
  4. unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the Company's next Annual General Meeting or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary shares pursuant to any such contract.

15. It was RESOLVED:

THAT, in addition to the authority sought under resolution 12 and in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date hereof, the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the

Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (together being 'relevant securities') provided that such authority shall be limited to the allotment of shares and the grant of rights in respect of shares with an aggregate nominal value of up to £1,071,891 (42,875,668 Ordinary shares) (representing 10% of the Company's total issued share capital as at 12 March 2024) such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, varied or extended by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require relevant securities to be allotted or granted after the expiry of such authority and the Directors shall be entitled to allot or grant relevant securities in pursuance of such an offer or agreement as if such authority had not expired.

16. It was RESOLVED:

THAT, subject to the passing of resolution 15 above, and in substitution for any existing power but without prejudice to the exercise of any such power prior to the date hereof, the Directors of the Company be and they are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot equity securities

(within the meaning of section 560(1) of the Act) for cash either pursuant to the authority given by resolution 13 above or by way of the sale of Treasury shares wholly for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

  1. expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, 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 Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
  2. shall be limited to the allotment of equity securities or the sale of Treasury shares up to an aggregate nominal value of £1,071,891 (42,875,668 Ordinary shares) (representing 10% of the Company's total issued share capital as at 12 March 2024).

Certified a True Copy,

Kelly Nice

………………………

Company Secretary

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Allianz Technology Trust plc published this content on 25 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2024 12:24:13 UTC.