Company Number 12275668

Nippon Active Value Fund plc ("the Company")

Annual General Meeting

duly convened and held at 6th Floor, 125 London Wall, London, EC2Y 5AS

on 10 June 2022 at 12.00 pm

RESOLUTIONS PASSED AT THE COMPANY'S ANNUAL GENERAL MEETING ON 10 JUNE 2022

Supplementary notification pursuant to LR 9.6.2.R.

Resolutions proposed and passed of the type stated at the Company's Annual General Meeting, were as follows:

SPECIAL BUSINESS

Proposed and passed as an Ordinary Resolution

Resolution 11

That the Directors be and are hereby generally and unconditionally authorised (in addition to all subsisting authorities to the extent unused) to exercise all powers of the Company to allot ordinary shares of 1 penny each in the Company ("Ordinary Shares") up to an aggregate nominal value of £113,021 (equivalent to 10% of the issued share capital of the Company as at the date of this notice of this annual general meeting) and that this authority shall expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the annual general meeting of the Company to be held in 2023 or, if earlier, on the expiry of 15 months from the passing of this resolution, 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 the allotment of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired.

Proposed and passed as Special Resolutions

Resolution 12

That, subject to the passing of resolution 11, in addition to any existing power under sections 570 and 573 of the Companies Act 2006 (the "Companies Act") but without prejudice to the exercise of any such power prior to the date hereof, the Directors be and are hereby empowered, pursuant to sections 570 and 573 of the Companies Act, to allot Ordinary Shares and/or sell Ordinary Shares from treasury, in each case for cash pursuant to the authority conferred by resolution 11 up to an aggregate nominal value of £113,021 (equivalent to 10% of the issued share capital of the Company as at the date of this notice of annual general meeting) as if section 561 of the Companies Act did not apply to such allotment or sale and that this power shall expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the annual general meeting of the Company to be held in 2023 or, if earlier, on the expiry of 15 months from the passing of this resolution, 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 the allotment or sale of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired..

Resolution 13

That the authority to allot (i) Ordinary Shares and (ii) C shares of 10 pence each in the Company ("C Shares") on a non-pre-emptive basis in connection with the Placing Programme (as defined and described in the prospectus published by the Company dated 28 October 2021 (the "Prospectus")) conferred on the Directors pursuant to Resolution 2 passed at the general meeting of the Company held on 12 November 2021 (the "November 2021 General Meeting"), be extended so that such authority will expire on the date on which the Placing Programme closes, and that, other than the extension of the date of expiry of such authority as described in this Resolution, the authority conferred on the Directors pursuant to Resolution 2 passed at the November 2021 General Meeting shall remain unaltered.

Resolution 14

That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act to make market purchases (within the meaning of section 693(4) of the Companies Act) of Ordinary Shares, provided that:

a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 16,941,912 (representing 14.99% of the Company's issued share capital of the Company at the date of this notice of annual general meeting);

b) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 1 penny;

c) the maximum price (exclusive of any expenses) which may be paid for each Ordinary Share is not more than the higher of (i) 5% above the average of the middle market quotations for the Ordinary Shares for the five business days immediately before the day on which that Ordinary Share is contracted for purchases and (ii) the higher of the price of the last independent trade and the highest then current independent bid for the Ordinary Shares on the trading venue where the purchase is carried out;

d) the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2023 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed or revoked by the Company 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 purchase Ordinary Shares pursuant to any such contract as if the authority had not expired.

Resolution 15

That, conditional on the first admission to trading on the Specialist Fund Segment of the Main Market of London Stock Exchange plc of any C Shares to be issued pursuant to the Prospectus ("First C Share Admission"), the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act to make market purchases (within the meaning of section 693(4) of the Companies Act) of C Shares, provided that:

a) the maximum number of C Shares hereby authorised to be purchased shall be 22,499,999 C Shares or, if fewer, such lesser number as is equal to 14.99% of the number of C Shares in issue at the date of First C Share Admission;

b) the minimum price (exclusive of any expenses) which may be paid for a C Share is 10 pence;

c) the maximum price (exclusive of any expenses) which may be paid for each C Share is not more than the higher of (i) 5% above the average of the middle market quotations for the C Shares for the five business days immediately before the day on which that C Share is contracted for purchases and (ii) the higher of the price of the last independent trade and the highest then current independent bid for the C Shares on the trading venue where the purchase is carried out;

d) the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2023 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed or revoked by the Company prior to such time; and

e) the Company may make a contract to purchase C 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 purchase C Shares pursuant to any such contract as if the authority had not expired.

Resolution 16

That a general meeting of the Company 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 Company's next annual general meeting after the date of the passing of this resolution.

Sanne Fund Services (UK) Ltd

Company Secretary

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Nippon Active Value Fund plc published this content on 07 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2024 15:05:02 UTC.