b'Mercia Asset Management PLC121Annual Report and Accounts 20218.As at 30 July 2021, being the latest practicable date before12 October 2021 to the holders of Ordinary shares on the the publication of this notice of AGM, the Companys issuedRegister of Members at the close of business on share capital consisted of 440,109,707 Ordinary shares each24 September 2021.carrying one vote. Therefore, the total voting rights in the8.Resolution 10statutory preemption rightsthe Act Company as at 30 July 2021 is 440,109,707.requires that if the Directors decide to allot unissued shares in the Company or transfer them out of treasury, the shares Miscellaneous proposed to be issued or transferred must be first offered to 9.Copies of the Directors service contracts and letters ofexisting shareholders in proportion to their existing appointment are available for inspection at the registeredholdings. This is known as shareholders preemption rights. office of the Company during normal business hours fromHowever, to act in the best interests of the Company, the 30 July 2021 and will be available for inspection at the placeDirectors may require flexibility to allot and/or transfer where the meeting is being held from 15 minutes prior toshares out of treasury for cash without regard to the and during the meeting.provisions of section 561(1) of the Act. Therefore this 10.Members who have general queries about the AGM shouldresolution, to be proposed as a special resolution, seeks write to the Company Secretary at the registered office ofauthority to enable the Directors to allot and/or transfer the Company: Forward House, 17 High Street, Henley-in- equity securities out of treasury up to a maximum nominal Arden, Warwickshire B95 5AA, United Kingdom. amount of 440.10 (representing 10% of the issued Ordinary share capital of the Company as at 30 July 2021 (the latest Explanation of certain resolutions practicable date prior to the publication of this document)).Strategic report Governance1.Resolution 1the Directors are required to present theThis authority expires on the earlier of the conclusion of the accounts, Directors Report and Auditors Report to theAGM to be held in 2022 and 30 September 2022 (being six meeting. These are contained in the Companys Annualmonths after the financial year end of the Company), unless Report and Accounts 2021.the authority is renewed or revoked prior to such time.2.Resolution 2the shareholders are required to approve the9.Resolution 11market purchasesthe Directors are Remuneration Report for the year ended 31 March 2021.requesting authority for the Company to make market 3.Resolution 3retirement of Director by rotationpursuantpurchases of up to 44,010,970 Ordinary shares (representing to Article 89.2 of the Articles, at the first AGM following the10% of the issued Ordinary share capital of the Company asFinancial statementsappointment of a new Director, any such Director who isat 30 July 2021 (the latest practicable date prior to the required to retire by rotation pursuant to the Articles, shallpublication of this document)). There is no present intention retire and submit himself/herself for re-election byto exercise such general authority. Any repurchase of shareholders. Ordinary shares will be made subject to the Act and within 4.Resolutions 4, 5 and 6retirement of Directors by rotationguidelines established from time to time by the Directorspursuant to Article 89.3 of the Articles, at each AGM, any(which will take into account the income and cash flow Directors who are required to retire by rotation pursuant torequirements of the Company) and will be at the absolute the Articles, shall retire and submit themselves fordiscretion of the Directors, and not at the option of re-election by shareholders. shareholders. Subject to shareholder authority for the 5.Resolution 7auditor reappointment and remunerationatproposed repurchases, general purchases of the Ordinary each meeting at which the Companys accounts areshares in issue will only be made through the market. Such presented to its shareholders, the Company is required topurchases may only be made provided the price to be paid is appoint an auditor to serve until the next such meeting andnot more than the higher of: (i) 5% above the average of the seek shareholder consent for the Directors to set themiddle market quotations for the Ordinary shares for the five remuneration of the auditor. business days before the purchase is made; or (ii) the higher 6.Resolution 8general authority to allotthis resolution, toof the price of the last independent trade and the highest be proposed as an ordinary resolution, relates to the grant tocurrent independent bid at the time of purchase.the Directors of authority to allot unissued Ordinary shares10.Resolution 12adoption of new articles of associationthe until the earlier of the conclusion of the AGM to be held inDirectors are proposing to adopt new articles of association 2022 and 30 September 2022 (being six months after thecontaining minor amendments to reflect changes in law and financial year end of the Company), unless the authority isregulation and developments in market practice since the renewed or revoked prior to such time. This authority isCompanys IPO. A copy of the new articles of association limited to a maximum nominal amount of 440.10marked to show all the changes will be available for (representing 10% of the issued Ordinary share capital of theinspection at the registered office of the Company during Company as at 30 July 2021 (the latest practicable date priornormal business hours from 30 July 2021 and will be to the publication of this document)).available for inspection at the place where the meeting is 7.Resolution 9declaration of final dividendpursuant tobeing held from 15 minutes prior to and during the meeting.Article 139.1 of the Articles, the Company may by ordinary resolution declare dividends to be paid to members according to their respective rights and interests in the profits of the Company. This final dividend shall be paid on'