b'Mercia Asset Management PLC119Annual Report and Accounts 2021Notice 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)conferred hereby had not expired. The authority granted by of Mercia Asset Management PLC (the Company) will be held atthis resolution shall replace all existing authorities to allot Forward House, 17 High Street, Henley-in-Arden, Warwickshireany shares in the Company and to grant rights to subscribe B95 5AA on 14 September 2021 at 10.00 am for the purpose offor or convert any security into shares in the Company considering and, if thought fit, passing the following resolutionspreviously granted to the Directors, pursuant to section 551 (which will be proposed in the case of resolutions 1 to 9 as ordinaryof the Act. resolutions and resolutions 10 and 12 as special resolutions): 9.That a final dividend of 0.3 pence per Ordinary share for the year ended 31 March 2021 be declared. Ordinary businessOrdinary resolutions Special resolutions1.To receive and adopt the Annual Report and Accounts of 10.That, subject to the passing of resolution 8, the Directors be the Company for the financial year ended 31 March 2021and are hereby empowered, pursuant to sections 570 and together with the Directors Report and Auditors Report573 of the Act, to allot equity securities (as defined in section thereon.560 of the Act) for cash, either pursuant to the authority 2.To approve the Directors Remuneration Report for theconferred by resolution 8 above, or by way of sale of treasury financial year ended 31 March 2021.shares as if section 561(1) of the Act did not apply to such 3.That Diane Seymour-Williams, who retires as a Director inallotment, provided that this power shall be limited to the accordance with Article 89.2 of the Articles and being eligibleallotment and/or sale of equity securities, up to an aggregate to do so, offers herself for re-election as a Director, benominal amount of 440.10, provided that this authorityStrategic report Governancere-elected as a Director of the Company.shall expire (unless renewed, varied or revoked by the 4.That Martin Glanfield, who retires as a Director in accordanceCompany in general meeting) on the earlier of the conclusion with Article 89.3 of the Articles and being eligible to do so,of the next AGM of the Company and 30 September 2022 offers himself for re-election as a Director, be re-elected as asave that the Company shall be entitled to make, prior to the Director of the Company. expiry of such authority, offers or arrangements, which 5.That Raymond Chamberlain, who retires as a Director inwould or might require equity securities to be allotted and/accordance with Article 89.3 of the Articles and being eligibleor sold after such expiry, and the Directors may allot and/or to do so, offers himself for re-election as a Director, besell equity securities in pursuance of any such offer orFinancial statementsre-elected as a Director of the Company. agreement as if the power conferred by this resolution had 6. That Caroline Plumb OBE, who retires as a Director innot expired. The authority granted by this resolution shall accordance with Article 89.3 of the Articles and being eligiblereplace all existing authorities previously granted to the to do so, offers herself for re-election as a Director, beDirectors to allot equity securities for cash, or by way of a re-elected as a Director of the Company.sale of treasury shares as if section 561(1) of the Act did7.To reappoint BDO LLP as auditor of the Company to holdnot apply. office from the conclusion of this meeting until the11.That the Company be authorised generally and conclusion of the next AGM of the Company at which theunconditionally, in accordance with section 701 of the Act,Companys accounts are laid and to authorise the Directorsto make market purchases (within the meaning of section to determine the amount of the auditors remuneration.693(4) of the Act) of Ordinary shares provided that: a.the maximum number of Ordinary shares that may be Special business purchased is 44,010,970;Ordinary resolutions b.the minimum price which may be paid for an Ordinary 8.That the Directors be and are hereby generally andshare is 0.001 pence; and unconditionally authorised, pursuant to section 551 of thec.the maximum price which may be paid for an Ordinary Companies Act 2006 (the Act), to exercise all powers of theshare is the higher of: (i) 5% above the average of the Company to allot shares in the Company and to grant rightsmid-market value of the Ordinary shares for the five to subscribe for or convert any security into shares in thebusiness days before the purchase is made; and (ii) the Company, up to an aggregate maximum nominal amount ofhigher of the last independent trade and the highest 440.10, provided that this authority shall expire (unlesscurrent independent bid for any number of Ordinary renewed, varied or revoked by the Company in generalshares on the trading venue where the purchase ismeeting) on the earlier of the conclusion of the next AGM ofcarried out. the Company and 30 September 2022 save that the Company shall be entitled to make, prior to the expiry of suchThe authority conferred by this resolution will expire on the authority, any offer or agreement, which would or mightearlier of the conclusion of the next AGM of the Company and require shares to be allotted or rights to subscribe for or30 September 2022 save that the Company may, before the convert any security into shares, to be granted after theexpiry of the authority granted by this resolution, enter into expiry of such authority and the Directors may allot shares ora contract to purchase Ordinary shares which will or may be grant rights to subscribe for or convert securities into sharesexecuted wholly or partly after the expiry of such authority.in pursuance of such offer or agreement as if the authority'