Abrdn Japan Investment Trust : Articles of Association (September 2023)

ARTICLES OF ASSOCIATION

of

ABRDN JAPAN INVESTMENT TRUST PLC

(Adopted by special resolution passed on 20 July 2021 and amended by special resolution passed on 28 September 2023)

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	TABLE OF CONTENTS
Clause		Page No.
PRELIMINARY	1
1	EXCLUSION OF PRESCRIBED ARTICLES	1
2	DEFINITIONS AND INTERPRETATION	1
LIABILITY OF MEMBERS	8
3	LIABILITY OF MEMBERS	8
NAME	8
4	CHANGE OF NAME	8
SHARE CAPITAL	8
5	SHARES	8
6	REDEEMABLE SHARES AND SHARES WITH SPECIAL RIGHTS	9
7	WARRANTS OR OPTIONS TO SUBSCRIVBE FOR SHARES	10
ALTERATION OF CAPITAL	10
8	CONSOLIDATION AND SUB-DIVISION OF SHARES	10
SHARES	...............................................................................................................................................	11
9	AUTHORITY TO ALLOT	11
10	COMMISSIONS/BROKERAGE	11
11	RENUNCIATION OF ALLOTMENT	11
12	TRUST MAY BE RECOGNISED	12
SHARE CERTIFICATES	12
13	MEMBERS' RIGHTS TO SHARE CERTIFICATES	12
14	ISSUE OF SHARE CERTIFICATE	12
15	JOINT HOLDERS	13
16	BALANCE SHARE CERTIFICATES	13
17	REPLACEMENT OF SHARE CERTIFICATES	13
18	DELIVERY OF SHARE CERTIFICATE TO BROKER OR AGENT	13
19	UNCERTIFICATED SHARES	14

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CALLS ON SHARES	15
20	POWER TO MAKE CALLS	15
21	LIABILITY FOR CALLS	16
22	INTEREST ON OVERDUE AMOUNTS	16
23	OTHER SUMS DUE ON SHARES	16
24	POWER TO DIFFERENTIATE BETWEEN HOLDERS	16
25	PAYMENT OF CALLS IN ADVANCE	17
FORFEITURE, SURRENDER AND LIEN	17
26	NOTICE ON FAILURE TO PAY A CALL	17
27	FORFEITURE FOR NON-COMPLIANCE	17
28	DISPOSAL OF FORFEITED SHARES	18
29	HOLDER TO REMAIN LIABLE DESPITE FORFEITURE	19
30	LIEN ON PARTLY-PAID SHARES	19
31	SALE OF SHARES SUBJECT TO LIEN	19
32	PROCEEDS OF SALE OF SHARES SUBJECT TO LIEN	19
COMPULSORY SALE POWERS	20
33	POWERS OF SALE	20
34	EVIDENCE OF DUE FORFEITURE AND SALE	20
VARIATION OF RIGHTS	20
35	MANNER OF VARIATION OF RIGHTS	21
36	MATTERS NOT CONSTITUTING VARIATION OF RIGHTS	22
TRANSFER OF SHARES	23
37	FORM OF TRANSFER	23
38	RIGHT TO REFUSE REGISTRATION OF TRANSFER OF CERTIFICATED
	SHARES	23
39	REGISTRATION OF TRANSFERS OF UNCERTIFICATED SHARES	24
40	NO FEE ON REGISTRATION	24
41	RETENTION OF TRANSFERS	25
TRANSMISSION OF SHARES	25

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42	TRANSMISSION OF SHARES	25
43	ELECTION BY PERSONS ENTITLED BY TRANSMISSION	25
44	RIGHTS OF PERSONS ENTITLED BY TRANSMISSION	26
LIMITATIONS ON SHAREHOLDINGS	26
45	LIMITATIONS ON SHAREHOLDINGS	26
UNTRACED SHAREHOLDERS	28
46	SALE OF SHARES OF UNTRACED SHAREHOLDERS	28
GENERAL MEETINGS	29
47	ANNUAL GENERAL MEETINGS	29
48	OTHER GENERAL MEETINGS	29
51	CLASS MEETINGS	32
NOTICE OF GENERAL MEETINGS	33
52	NOTICE OF GENERAL MEETINGS	33
53	OMISSION OR NON-RECEIPT OF NOTICE	34
PROCEEDINGS AT GENERAL MEETINGS	35
55	CHAIRMAN	35
56	QUORUM	35
57	LACK OF QUORUM	36
58	ADJOURNMENT	36
60	DIRECTORS' AND NON-MEMBERS' RIGHT TO ATTEND AND SPEAK	38
61	AMENDMENTS TO RESOLUTIONS	38
62	ACCOMMODATION OF MEMBERS AT MEETING	39
VOTING AT GENERAL MEETINGS	39
63	METHODS OF VOTING	39
64	PROCEDURE ON A POLL	40
65	TIMING OF A POLL	41
66	VOTING ON A POLL	41
VOTING RIGHTS	41

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67	VOTES ATTACHING TO SHARES	41
68	VOTES OF JOINT HOLDERS	42
69	RESTRICTIONS ON VOTING, DIVIDENDS AND TRANSFERS OF DEFAULT
	SHARES	42
70	MEMBER UNDER INCAPACITY	45
71	VALIDITY AND RESULT OF VOTE	45
PROXIES AND CORPORATE REPRESENTATIVES	46
72	IDENTITY OF PROXY	46
73	FORM OF PROXY	46
74	DEPOSIT OF PROXY	48
75	BODY CORPORATES ACTING BY REPRESENTATIVES	49
76	REVOCATION OF PROXY OR CORPORATE REPRESENTATIVE	50
DIRECTORS	50
77	NUMBER OF DIRECTORS	50
78	SHARE QUALIFICATION	51
79	DIRECTORS' FEES	51
80	OTHER REMUNERATION OF DIRECTORS	51
81	DIRECTORS' EXPENSES	51
82	RETIREMENT AND OTHER BENEFITS	52
83	APPOINTMENT OF EXECUTIVE DIRECTORS	52
84	POWERS OF EXECUTIVE DIRECTORS	52
APPOINTMENT AND RETIREMENT OF DIRECTORS	53
85	RETIREMENT AT ANNUAL GENERAL MEETINGS	53
86	RE-ELECTION OF RETIRING DIRECTOR	53
87	NOMINATION OF DIRECTOR FOR ELECTION	53
88	ELECTION OR APPOINTMENT OF ADDITIONAL DIRECTOR	54
89	VACATION OF OFFICE	54
MEETINGS AND PROCEEDINGS OF DIRECTORS	55
90	CONVENING OF MEETINGS OF DIRECTORS	55

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