STS Global Income & Growth Trust : Notice of passing of resolution

STS GLOBAL INCOME & GROWTH TRUST PLC

(incorporated in Scotland with registered number SC283272)

(the "Company")

NOTICE OF PASSING OF RESOLUTIONS

NOTICE IS HEREBY GIVEN that at a general meeting of the Company held at the offices of Troy Asset Management Limited, 33 Davies Street, London W1K 4BP on 13 March 2024 at 3.00 p.m., the following resolutions of the Company were passed:

ORDINARY RESOLUTION

1. THAT, conditional upon the scheme of reconstruction and winding up of Troy Income & Growth Trust plc (as described in the circular to the shareholders of the Company dated 23

February 2024 (the "Circular")) becoming unconditional in all respects (other than as regards any condition relating to the passing of this resolution) and in addition to any existing authority, the directors of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot ordinary shares of one penny each in the capital of the Company

("Shares") up to an aggregate nominal value of £1,250,000 (being approximately 140 per cent. of the issued ordinary share capital of the Company (excluding ordinary shares held in treasury) as at 20 February 2024) in connection with the Issue (as defined in the Circular), provided that this authority shall (unless previously revoked) expire on 31 May 2024.

SPECIAL RESOLUTIONS

2. THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the passing of this resolution, the Company be and is hereby generally and unconditionally authorised, for the purposes of section 701 of the Companies Act 2006

(the "Act"), to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of one penny each ("Shares") on such terms and in such manner as the directors of the Company may from time to time determine (either for cancellation or for retention as treasury shares for future re-issue, resale, transfer or cancellation) provided that:

1. the maximum aggregate number of Shares hereby authorised to be purchased is 13,364,840 (or, if less, the number being 14.99 per cent. of the issued ordinary share capital of the Company (excluding Shares held in treasury) immediately prior to the passing of this resolution);
2. the maximum price (exclusive of expenses) which may be paid for a Share purchased pursuant to this authority shall be the higher of:
3. 1. 5 per cent. above the average middle market quotations for a Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and

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1. 1. the higher of the price of the last independent trade of a Share and the highest current independent bid for such a Share on the London Stock Exchange at the time the purchase is carried out;
2. the minimum price (exclusive of expenses) which may be paid for a Share purchased pursuant to this authority shall be one penny (being the nominal value of a Share);
3. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, on the date which is 15 months after the date on which this resolution is passed, unless the authority is renewed, revoked or varied by the Company in general meeting prior to such time; and
4. the Company may, prior to the expiry of the authority hereby conferred, enter into a contract to purchase Shares under such authority which will or may be completed or executed wholly or partly after such expiry and may make a purchase of Shares pursuant to any such contract.

3. THAT, conditional upon the passing of Resolution 1 above, upon the scheme of reconstruction and winding up of Troy Income & Growth Trust plc (as described in the circular to the shareholders of the Company dated 23 February 2024 (the "Circular")) becoming unconditional in all respects and upon Admission (as defined in the Circular), in substitution for any existing authority but without prejudice to the exercise of any such authority prior to this resolution becoming unconditional, the Company be and is hereby generally and unconditionally authorised, for the purposes of section 701 of the Companies Act 2006 (the "Act"), to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of one penny each ("Shares") on such terms and in such manner as the directors of the Company may from time to time determine (either for cancellation or for retention as treasury shares for future re-issue, resale, transfer or cancellation) provided that:

1. the maximum aggregate number of Shares hereby authorised to be purchased is 22,500,000 or, if less, the number being 14.99 per cent. of the issued ordinary share capital of the Company (excluding Shares held in treasury) immediately following Admission;
2. the maximum price (exclusive of expenses) which may be paid for a Share purchased pursuant to this authority shall be the higher of:
3. 1. 5 per cent. above the average middle market quotations for a Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and

1. the higher of the price of the last independent trade of a Share and the highest current independent bid for such a Share on the London Stock Exchange at the time the purchase is carried out;

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1. the minimum price (exclusive of expenses) which may be paid for a Share purchased pursuant to this authority shall be one penny (being the nominal value of a Share);
2. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held after the passing of this resolution or, if earlier, on the date which is 15 months after the date on which this resolution is passed, unless the authority is renewed, revoked or varied by the Company in general meeting prior to such time; and
3. the Company may, prior to the expiry of the authority hereby conferred, enter into a contract to purchase Shares under such authority which will or may be completed or executed wholly or partly after such expiry and may make a purchase of Shares pursuant to any such contract.

4. THAT the Articles of Association produced to the meeting and signed by the chair 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.

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Director

STS Global Income & Growth Trust plc

Date: 13 March 2024

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