b'Strategic report Governance Financial statementsNotice of Annual General MeetingMercia Asset Management PLC(incorporated and registered in England and Wales with registered number 09223445)Notice is hereby given that the Annual General Meeting (AGM) ofagreement as if the power conferred by this resolution had not Mercia Asset Management PLC (the Company) will be held at expired. The authority granted by this resolution shall replace all Forward House, 17 High Street, Henley-in-Arden, Warwickshire B95 5AAexisting authorities previously granted to the Directors to allot on 24 September 2020 at 10.00 a.m. for the purpose of considering and, equity securities for cash or by way of a sale of treasury shares as if if thought fit, passing the following resolutions (which will be proposedsection 561(1) of the Act did not apply. in the case of resolutions 1 to 6 as ordinary resolutions and resolutions8.That the Company be authorised generally and unconditionally, in 7 and 8 as special resolutions): accordance with section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary shares Ordinary business provided that: Ordinary resolutions a.the maximum number of Ordinary shares that may be purchased 1.To receive and adopt the Annual Report and Accounts of theis 44,010,970;Company for the financial year ended 31 March 2020 together withb.the minimum price which may be paid for an Ordinary share is the Directors Report and Auditors Report thereon.0.001 pence; and 2.To approve the Directors Remuneration Report for the financialc.the maximum price which may be paid for an Ordinary share is year ended 31 March 2020.the higher of: (i) 5% above the average of the mid-market value 3.That Julian Viggars, who retires as a Director in accordance with Articleof the Ordinary shares for the five business days before the 89.1 of the Articles and being eligible to do so, offers himself forpurchase is made; and (ii) the higher of the last independent re-election as a Director, be re-elected as a Director of the Company.trade and the highest current independent bid for any number of 4.That Dr Jonathan Pell, who retires as a Director in accordance withOrdinary shares on the trading venue where the purchase is Article 89.1 of the Articles and being eligible to do so, offers himself forcarried out. re-election as a Director, be re-elected as a Director of the Company.5.To reappoint Deloitte LLP as auditor of the Company to hold officeThe authority conferred by this resolution will expire on the earlier of the from the conclusion of this meeting until the conclusion of the nextconclusion of the next AGM of the Company and 30 September 2021 save AGM of the Company at which the Companys accounts are laid andthat the Company may, before the expiry of the authority granted by this to authorise the Directors to determine the amount of theresolution, enter into a contract to purchase Ordinary shares which will auditorsremuneration.or may be executed wholly or partly after the expiry of such authority.Special business By order of the Board of DirectorsOrdinary resolution6.That the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (theSarah-Louise ThawleyAct) to exercise all powers of the Company to allot shares in theCompany SecretaryCompany and to grant rights to subscribe for or convert any security31 July 2020into shares in the Company up to an aggregate maximum nominal amount of 440.10 provided that this authority shall expire (unlessRegistered Office: Forward House, 17 High Street, Henley-in-Arden, renewed, varied or revoked by the Company in general meeting) onWarwickshire B95 5AAthe earlier of the conclusion of the next AGM of the Company and 30 September 2021 save that the Company shall be entitled toCoronavirus (COVID-19) Annual General make, prior to the expiry of such authority, any offer or agreement which would or might require shares to be allotted or rights toMeeting implicationssubscribe for or convert any security into shares to be granted afterThe Company is closely monitoring developments relating to COVID-19. the expiry of such authority and the Directors may allot shares orThe UK Government has introduced measures and recommendations grant rights to subscribe for or convert securities into shares into prevent the spread of COVID-19, including restrictions on events with pursuance of such offer or agreement as if the authority conferredlarge numbers of attendees. These measures and recommendations hereby had not expired. The authority granted by this resolutioncould change, including additional measures being introduced inshall replace all existing authorities to allot any shares in thethe future.Company and to grant rights to subscribe for or convert any security into shares in the Company previously granted to the DirectorsThe Companys current intention is to proceed with the AGM at the pursuant to section 551 of the Act.time, date and place set out in this notice. The Company will continue to monitor UK Government and NHS advice and members will be Special resolutions notified in the event that the Company is required to change its plans. 7.That, subject to the passing of resolution 6, the Directors be and areIn order that members can exercise their rights whether or not they are hereby empowered pursuant to sections 570 and 573 of the Act toable to attend the AGM in person, and as it is important that members allot equity securities (as defined in section 560 of the Act) for cashcast their votes at the AGM, the Company strongly encourages all either pursuant to the authority conferred by resolution 6 above ormembers to appoint a proxy for all votes in accordance with the by way of sale of treasury shares as if section 561(1) of the Act didprocedures set out in the notes below.not apply to such allotment, provided that this power shall be limited to the allotment and/or sale of equity securities up to an aggregate nominal amount of 440.10 provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of the conclusion of the next AGM of the Company and 30 September 2021 save that the Company shall be entitled to make, prior to the expiry of such authority, offers or arrangements which would or might require equity securities to be allotted and/or sold after such expiry, and the Directors may allot and/or sell equity securities in pursuance of any such offer or Mercia Asset Management PLC 109Annual Report and Accounts 2020'