b'120 Mercia Asset Management PLC Annual Report and Accounts 2021Notice of Annual General Meeting continuedMercia asset Management PLc(incorporated and registered in england and Wales with registered number 09223445)12.That with effect on and from the conclusion of the AGM, thelater than 10.00 am on 10 September 2021 (or, if the AGM is new articles of association produced to the AGM and, for theadjourned, no later than 48 hours before the time fixed for purpose of identification, initialled by the Chair of the AGMthe adjourned meeting), in hard copy form by post, by be adopted as the articles of association of the Company incourier, or by hand to the Companys Registrar, SLC substitution for, and to the exclusion of, the CompanysRegistrars, Highdown House, Yeoman Way, Worthing, West existing articles of association. Sussex BN99 3HH, United Kingdom. Submission of a proxy appointment will not preclude a member from attending By order of the Board of Directors and voting at the AGM should they wish to do so. To direct your proxy on how to vote on the resolutions, mark the appropriate box on your proxy form with an X. To abstain Sarah-Louise Thawley from voting on a resolution, select the relevant Vote Company Secretary withheld box. A vote withheld is not a vote in law, which 30 July 2021 means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is registered office: Forward House, 17 High Street, Henley-in- given, your proxy will vote or abstain from voting at their Arden, Warwickshire B95 5AA discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put Coronavirus (COVID-19) Annual Generalbefore the AGM. Meeting implications 3.Any power of attorney or any other authority under which The Company continues to closely monitor developmentsyour proxy form is signed (or a duly certified copy of such relating to COVID-19. The UK Government has introducedpower or authority) must be returned to the office of the measures and recommendations to prevent the spread ofCompanys Registrar with your proxy form.COVID-19, including restrictions on events with large numbers of attendees. These measures and recommendations could change,Thresholds and entitlement to voteincluding additional measures being introduced in the future. 4.To be passed, ordinary resolutions require a majority in favour of the votes cast in person or by proxy at the AGM and The Companys current intention is to proceed with the AGM atspecial resolutions require a majority of not less than 75% of the time, date and place set out in this notice. The Company willthe votes cast in person or by proxy at the AGM. On a show of continue to monitor UK Government and NHS advice andhands every shareholder who is present in person (or being a members will be notified in the event that the Company iscompany is present by a representative not themselves a required to change its plans. In order that members can exerciseshareholder) and who is allowed to vote at a general meeting their rights whether or not they are able to attend the AGM inshall have one vote. Upon a poll every member holding person, and as it is important that members cast their votes atOrdinary shares who is present in person or by proxy (or the AGM, the Company strongly encourages all members tobeing a company is represented) shall have one vote for appoint a proxy for all votes in accordance with the proceduresevery Ordinary share of which they are the registered holder. set out in the notes below. 5.The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), Notes specifies that only those members registered in the Register Proxies of Members of the Company at 6.30 pm on 10 September 1.A member is entitled to appoint one or more proxies to2021 (or if the AGM is adjourned, members entered on the exercise all or any of the members rights to attend, speakRegister of Members of the Company no later than 48 hours and vote at the AGM. A proxy need not be a member of thebefore the time fixed for the adjourned AGM) shall be Company and a member may appoint more than one proxyentitled to attend, speak and vote at the AGM in respect of in relation to a meeting to attend, speak and vote on thethe number of Ordinary shares registered in their name at same occasion provided that each proxy is appointed tothat time. Changes to entries on the Register of Members of exercise the rights attached to a different share or sharesthe Company after 6.30 pm on 10 September 2021 shall be held by a member. To appoint more than one proxy, thedisregarded in determining the rights of any person to proxy form should be photocopied and the name of theattend, speak or vote at the AGM.proxy to be appointed indicated on each form, together with6.In the case of joint holders, where more than one of the joint the number of shares that such proxy is appointed in respectholders purports to appoint a proxy, only the appointment of (which, in aggregate, should not exceed the number ofsubmitted by the most senior holder will be accepted. shares held by the member). Please also indicate if the proxySeniority is determined by the order in which the names of instruction is one of multiple instructions being given. Allthe joint holders appear in the Companys Register of forms must be signed and should be returned together in theMembers in respect of the joint holding (the first named same envelope.being the most senior). 2.A form of proxy is enclosed with this notice. Forms of proxy7.A corporation, which is a member, can appoint one or more may also be obtained on request from the Companyscorporate representatives who may exercise, on its behalf, registered office. In order to be valid any proxy formall of its powers as a member provided that no more than appointing a proxy must be returned duly completed noone corporate representative exercises powers over the same share.'