b'116 Mercia Asset Management PLC Annual Report & Accounts 2022Notice of Annual General Meeting continuedMercia Asset Management PLC(incorporated and registered in England and Wales with registered number 09223445)Miscellaneous 7. Resolution 8statutory pre-emption rightsthe Act 9.Copies of the Directors service contracts and letters ofrequires that if the Directors decide to allot unissuedappointment are available for inspection at the registeredshares in the Company or transfer them out of treasury, office of the Company during normal business hours fromthe shares proposed to be issued or transferred must be 29 July 2022 and will be available for inspection at thefirst offered to existing shareholders in proportion to their place where the meeting is being held from 15 minutesexisting holdings. This is known as shareholders pre-prior to and during the meeting.emption rights. However, to act in the best interests of the 10. Members who have general queries about the AGM shouldCompany, the Directors may require flexibility to allot and/ write to the Company Secretary at the registered office ofor transfer shares out of treasury for cash without regard the Company: Forward House, 17 High Street, Henley-in- to the provisions of section 561(1) of the Act. Therefore Arden, Warwickshire B95 5AA. this resolution, to be proposed as a special resolution, seeks authority to enable the Directors to allot and/or Explanation of certain resolutions transfer equity securities out of treasury up to a maximum 1.nominal amount of 440.10 (representing 10% of the Resolution 1the Directors are required to present the accounts, Directors Report and Auditors Report to theissued Ordinary share capital of the Company as at 29 July meeting. These are contained in the Companys Annual2022 (the latest practicable date prior to the publication Report and Accounts 2022.of this document)). This authority expires on the earlier 2.of the conclusion of the AGM to be held in 2023 and 30 Resolution 2the shareholders are requested to approve the Remuneration Report for the year endedSeptember 2023 (being six months after the financial year 31 March 2022.end of the Company), unless the authority is renewed or 3.Resolutions 3 and 4retirement of Directors by rotationrevoked prior to such time.pursuant to Article 88.1 of the Articles, at each AGM, any8.Resolution 9market purchasesthe DirectorsDirectors who are required to retire by rotation pursuantare requesting authority for the Company to make to the Articles, shall retire and submit themselves formarket purchases of up to 44,010,970 Ordinary shares re-election by shareholders. (representing 10% of the issued Ordinary share capital 4.Resolution 5auditor re-appointment and remunerationof the Company as at 29 July 2022 (the latest practicable at each meeting at which the Companys accounts aredate prior to the publication of this document)). There is presented to its shareholders, the Company is required tono present intention to exercise such general authority. appoint an auditor to serve until the next such meetingAny repurchase of Ordinary shares will be made subject and seek shareholder consent for the Directors to set theto the Act and within guidelines established from time remuneration of the auditor. to time by the Directors (which will take into account the 5.Resolution 6general authority to allotthis resolution,income and cash flow requirements of the Company) andto be proposed as an ordinary resolution, relates towill be at the absolute discretion of the Directors, and the grant to the Directors of authority to allot unissuednot at the option of shareholders. Subject to shareholder Ordinary shares until the earlier of the conclusion of theauthority for the proposed repurchases, general AGM to be held in 2023 and 30 September 2023 (beingpurchases of the Ordinary shares in issue will only be six months after the financial year end of the Company),made through the market. Such purchases may only be unless the authority is renewed or revoked prior to suchmade provided the price to be paid is not more than the time. This authority is limited to a maximum nominalhigher of: (i) 5% above the average of the middle market amount of 440.10 (representing 10% of the issuedquotations for the Ordinary shares for the five business Ordinary share capital of the Company as at 29 July 2022days before the purchase is made; or (ii) the higher of (the latest practicable date prior to the publication ofthe price of the last independent trade and the highest this document)).current independent bid at the time of purchase.6. Resolution 7declaration of final dividendpursuant to Article 138.1 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 11 October 2022 to the holders of Ordinary shares on the Register of Members at the close of business on 23 September 2022.'