b'114 Mercia Asset Management PLC Annual Report & Accounts 2022Notice 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)Special resolutionsof Mercia Asset Management PLC (the Company) will be8.That, subject to the passing of resolution 6, the Directorsheld at Forward House, 17 High Street, Henley-in-Arden,be and are hereby empowered, pursuant to sections 570 Warwickshire B95 5AA on 13 September 2022 at 10:00 am forand 573 of the Act, to allot equity securities (as defined the purpose of considering and, if thought fit, passing thein section 560 of the Act) for cash, either pursuant to the following resolutions (which will be proposed in the case ofauthority conferred by resolution 6 above, or by way of resolutions 1 to 7 as ordinary resolutions and resolutions 8sale of treasury shares as if section 561(1) of the Act did not and 9 as special resolutions): apply to such allotment, provided that this power shall be limited to the allotment and/or sale of equity securities, Ordinary business up to an aggregate nominal amount of 440.10, provided Ordinary resolutions that this authority shall expire (unless renewed, varied 1.To receive and adopt the Annual Report and Accountsor revoked by the Company in general meeting) on theof the Company for the financial year ended 31 Marchearlier of the conclusion of the next AGM of the Company 2022 together with the Directors Report and Auditorsand 30 September 2023 save that the Company shall be Report thereon.entitled to make, prior to the expiry of such authority, offers 2.or arrangements, which would or might require equity To approve the Directors Remuneration Report for the financial year ended 31 March 2022.securities to be allotted and/or sold after such expiry, 3.That Ian Metcalfe, who retires as a Director in accordanceand the Directors may allot and/or sell equity securitieswith Article 88.1 of the Articles and being eligible to do so,in pursuance of any such offer or agreement as if the offers himself for re-election as a Director, be re-elected aspower conferred by this resolution had not expired. The a Director of the Company.authority granted by this resolution shall replace all existing 4.That Dr Mark Payton, who retires as a Director inauthorities previously granted to the Directors to allotaccordance with Article 88.1 of the Articles and beingequity securities for cash, or by way of a sale of treasury eligible to do so, offers himself for re-election as ashares as if section 561(1) of the Act did not apply. Director, be re-elected as a Director of the Company. 9.That the Company be authorised generally and5.unconditionally, in accordance with section 701 of the Act, To reappoint BDO LLP as auditor of the Company to hold office from the conclusion of this meeting until theto make market purchases (within the meaning of section conclusion of the next AGM of the Company at which the693(4) of the Act) of Ordinary shares provided that: Companys accounts are laid and to authorise the Directorsa.the maximum number of Ordinary shares that may beto determine the amount of the auditors remuneration.purchased is 44,010,970b.the minimum price which may be paid for an OrdinarySpecial business share is 0.001 penceOrdinary resolutions c.the maximum price which may be paid for an Ordinary6.share is the higher of: (i) 5% above the average of the That the Directors be and are hereby generally and unconditionally authorised, pursuant to section 551 of themid-market value of the Ordinary shares for the five Companies Act 2006 (the Act), to exercise all powers ofbusiness days before the purchase is made; and (ii) the the Company to allot shares in the Company and to granthigher of the last independent trade and the highest rights to subscribe for or convert any security into sharescurrent independent bid for any number of Ordinary in the Company, up to an aggregate maximum nominalshares on the trading venue where the purchase is amount of 440.10, provided that this authority shall expirecarried out(unless renewed, varied or revoked by the Company inThe authority conferred by this resolution will expiregeneral meeting) on the earlier of the conclusion of theon the earlier of the conclusion of the next AGM of the next AGM of the Company and 30 September 2023 save thatCompany and 30 September 2023 save that the Company the Company shall be entitled to make, prior to the expirymay, before the expiry of the authority granted by this of such authority, any offer or agreement, which would orresolution, enter into a contract to purchase Ordinary might require shares to be allotted or rights to subscribeshares which will or may be executed wholly or partly for or convert any security into shares, to be granted afterafter the expiry of such authority.the expiry of such authority and the Directors may allot shares or grant rights to subscribe for or convert securitiesBy order of the Board of Directorsinto shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired. The authority granted by this resolution shall replace all existingSarah-Louise Williamsauthorities to allot any shares in the Company and to grantCompany Secretaryrights to subscribe for or convert any security into shares in29 July 2022the Company previously granted to the Directors, pursuant to section 551 of the Act.Registered Office: Forward House, 17 High Street,7.That a final dividend of 0.5 pence per Ordinary share forHenley-in-Arden, Warwickshire B95 5AA the year ended 31 March 2022 be declared.'