b"Notice of Annual General Meeting continuedMercia Asset Management PLC(incorporated and registered in England and Wales with registered number 09223445)Notes Companys Register of Members in respect of the joint holding (the Proxies first named being the most senior). 1.A member is entitled to appoint one or more proxies to exercise all7.A corporation which is a member can appoint one or more corporate or any of the members rights to attend, speak and vote at the AGM.representatives who may exercise, on its behalf, all of its powers as A proxy need not be a member of the Company and a member maya member provided that no more than one corporate representative appoint more than one proxy in relation to a meeting to attend,exercises powers over the same share. speak and vote on the same occasion provided that each proxy is8.As at 31 July 2020, being the latest practicable date before the appointed to exercise the rights attached to a different share orpublication of this notice of AGM, the Companys issued share shares held by a member. To appoint more than one proxy, thecapital consisted of 440,109,707 Ordinary shares each carrying one proxy form should be photocopied and the name of the proxy to bevote. Therefore, the total voting rights in the Company as at 31 July appointed indicated on each form, together with the number of2020 is 440,109,707. shares that such proxy is appointed in respect of (which, in aggregate, should not exceed the number of shares held by theMiscellaneousmember). Please also indicate if the proxy instruction is one of9.Copies of the Directors service contracts and letters of multiple instructions being given. All forms must be signed andappointment are available for inspection at the registered office of should be returned together in the same envelope.the Company during normal business hours from 31 July 2020 and 2.A form of proxy is enclosed with this notice. Forms of proxy may alsowill be available for inspection at the place where the meeting is be obtained on request from the Companys registered office. being held from 15 minutes prior to and during the meeting. In order to be valid any proxy form appointing a proxy must be10. Members who have general queries about the AGM should write to returned duly completed no later than 10.00 a.m. on 22 Septemberthe Company Secretary at the registered office of the Company: 2020 (or, if the AGM is adjourned, no later than 48 hours before theForward House, 17 High Street, Henley-in-Arden, Warwickshire time fixed for the adjourned meeting), in hard copy form by post, byB955AA, United Kingdom.courier, or by hand to the Companys Registrar, SLC Registrars,Elder House, St Georges Business Park, Brooklands Road,Explanation of certain resolutionsWeybridge, Surrey KT13 0TS, United Kingdom. Submission of a1.Resolution 1the Directors are required to present the accounts, proxy appointment will not preclude a member from attending andDirectors Report and Auditors Report to the meeting. These are voting at the AGM should they wish to do so. To direct your proxy oncontained in the Companys Annual Report and Accounts 2020. how to vote on the resolutions, mark the appropriate box on your2.Resolution 2the shareholders are required to approve the proxy form with an X. To abstain from voting on a resolution, selectRemuneration Report for the year ended 31 March 2020. the relevant 'Vote withheld' box. A vote withheld is not a vote in law,3.Resolutions 3 and 4retirement of Directors by rotation which means that the vote will not be counted in the calculation of pursuant to Article 89.1 of the Articles, at each AGM, any Directors votes for or against the resolution. If no voting indication is given,who are required to retire by rotation pursuant to the Articles, shall your proxy will vote or abstain from voting at their discretion. Yourretire and submit themselves for re-election by shareholders.proxy will vote (or abstain from voting) as they think fit in relation to4.Resolution 5auditor reappointment and remunerationat any other matter which is put before the AGM.each meeting at which the Companys accounts are presented to its 3.Any power of attorney or any other authority under which yourshareholders, the Company is required to appoint an auditor to proxy form is signed (or a duly certified copy of such power orserve until the next such meeting and seek shareholder consent for authority) must be returned to the office of the Companys Registrarthe Directors to set the remuneration of the auditor.with your proxy form. 5.Resolution 6general authority to allotthis resolution, to be proposed as an ordinary resolution, relates to the grant to the Thresholds and entitlement to vote Directors of authority to allot unissued Ordinary shares until the 4.To be passed, ordinary resolutions require a majority in favour ofearlier of the conclusion of the AGM to be held in 2021 and the votes cast in person or by proxy at the AGM and special30 September 2021 (being six months after the financial year end of resolutions require a majority of not less than 75% of members whothe Company), unless the authority is renewed or revoked prior to vote in person or by proxy at the AGM. On a show of hands everysuch time. This authority is limited to a maximum nominal amount shareholder who is present in person (or being a company is presentof 440.11 (representing 10% of the issued Ordinary share capital of by a representative not themselves a shareholder) and who isthe Company as at 31 July 2020 (the latest practicable date prior to allowed to vote at a general meeting shall have one vote. Upon athe publication of this document)). poll every member holding Ordinary shares who is present in person6.Resolution 7statutory pre-emption rightsthe Act requires or by proxy (or being a company is represented) shall have one votethat if the Directors decide to allot unissued shares in the Company for every Ordinary share of which they are the registered holder.or transfer them out of treasury, the shares proposed to be issued or 5.The Company, pursuant to Regulation 41 of the Uncertificatedtransferred must be first offered to existing shareholders in Securities Regulations 2001 (as amended), specifies that only thoseproportion to their existing holdings. This is known as shareholders members registered in the Register of Members of the Company atpre-emption rights. However, to act in the best interests of the 6.30 p.m. on 22 September 2020 (or if the AGM is adjourned, membersCompany, the Directors may require flexibility to allot and/or entered on the Register of Members of the Company no later than transfer shares out of treasury for cash without regard to the 48 hours before the time fixed for the adjourned AGM) shall beprovisions of section 561(1) of the Act. Therefore this resolution, to entitled to attend, speak and vote at the AGM in respect of thebe proposed as a special resolution, seeks authority to enable the number of Ordinary shares registered in their name at that time.Directors to allot and/or transfer equity securities out of treasury up Changes to entries on the Register of Members of the Company afterto a maximum nominal amount of 440.11 (representing 10% of the 6.30 p.m. on 22 September 2020 shall be disregarded in determiningissued Ordinary share capital of the Company as at 31 July 2020 (the the rights of any person to attend, speak or vote at the AGM. latest practicable date prior to the publication of this document)). 6.In the case of joint holders, where more than one of the joint holdersThis authority expires on the earlier of the conclusion of the AGM to purports to appoint a proxy, only the appointment submitted by thebe held in 2021 and 30 September 2021 (being six months after the most senior holder will be accepted. Seniority is determined by thefinancial year end of the Company), unless the authority is renewed order in which the names of the joint holders appear in theor revoked prior to such time.110 Mercia Asset Management PLCAnnual Report and Accounts 2020"