Abrdn Japan Investment Trust : General Meeting Special Resolution

ABERDEEN NEW DAWN INVESTMENT TRUST PLC

ABRDN JAPAN INVESTMENT TRUST PLC (THE "COMPANY") A public limited liability company registered in England and Wales Registered Number: 03582911 At a General Meeting held by the Company on 10 October 2023, under Special Business, the following Resolution was duly passed by the Members of the Company as a Special Resolution: SPECIAL BUSINESS 1. THAT: (a) the Company be and is hereby wound up voluntarily under the provisions of the Insolvency Act 1986 and that Gareth Rutt Morris and Andrew Martin Sheridan, both licensed insolvency practitioners of FRP Advisory Trading Limited, be and they are hereby appointed joint liquidators (the "Liquidators") for the purposes of such winding up and distributing the assets of the Company in accordance with the Scheme and any power conferred on them by law, the Articles of Association or by this resolution may be exercised by them jointly or by each of them alone; (b) the remuneration (plus VAT) of the Liquidators be determined by reference to the time properly given by them and their staff in attending to matters prior to and during the winding-up of the Company (including, without limitation, the implementation of the Scheme and any matters outside the statutory duties of the Liquidators and undertaken at the request of the members or a majority of them) and they be and are hereby authorised to draw such remuneration monthly or at such longer intervals as they may determine and to pay any expenses properly incurred by them to give effect to the Scheme; (c) the Company's books and records be held by the Company Secretary to the order of the Liquidators until the expiry of 12 months after the date of dissolution of the Company, when they may be disposed of, save for financial and trading records which will be kept for a minimum of six years following the vacation of the Liquidators from office; (d) the Liquidators be empowered and directed to carry into effect the provisions of the Articles of Association as amended by the Special Resolutions set out in the notice of the First General Meeting of the Company contained in this document; (e) the Liquidators be and are hereby authorised pursuant to section 165 of the Insolvency Act 1986 to exercise the powers laid down in Part I of Schedule 4 to that Act as may be necessary or desirable in their judgment, acting jointly and severally, to give effect to the Scheme and/or to carry out the winding-up of the Company; and (f) the definitions contained in the circular to Shareholders of the Company, dated 1 September 2023 (the "Circular"), have the same meanings in this special resolution.