Alliance Trust : Special Business Resolution passed at AGM

Written resolutions (members): management buyout: Newco

Alliance Trust PLC ('the Company')

Registered number: SC001731

Copy of the Resolutions passed as Special Business at the Annual General Meeting of the Company held on Thursday, 25th April 2023 at 11:00 a.m. at the Apex City Quay Hotel & Spa, 1 West Victoria Dock Road, Dundee DD1 3JP.

Resolution 12 - Authority to repurchase the Company's ordinary shares

THAT the Company be generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 (the 'Act') to make market purchases (within the meaning of section 693 of the Act) of its issued ordinary shares of 2.5p each provided that:

a) The maximum aggregate number of ordinary shares that may be purchased is 42,566,293 being 14.99% of the issued ordinary share capital at the date of the passing of this resolution;

b) The minimum price (excluding expenses) which may be paid for each ordinary share is 2.5p.

c) The maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:

(i) 105% of the average market value of an ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is purchased; and

(ii) the higher of the price of the last independent trade and the highest current independent bid as stipulated by Article 5(1) of Commission Regulation EC 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buyback programmes and stabilisation of financial instruments (No. 2273/2003).

The authority conferred by this resolution shall expire on the date occurring 15 months after the passing of this resolution or, if earlier, at the conclusion of the Company's next annual general meeting save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.

Resolution 13 - Disapplication of pre-emption rights

THAT the Directors be empowered to re-issue ordinary shares from Treasury for cash that constitute an allotment of equity securities within the meaning of section 560(3) of the Companies Act 2006:

(i) in connection with a pre-emptive offer;

(ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £709,911 representing 10% of the issued ordinary share capital (excluding ordinary shares held in Treasury) at the date of the passing of this resolution, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale.

The authority conferred by this resolution shall expire on the date occurring 15 months after the passing of this resolution or, if earlier, at the conclusion of the Company's next annual general meeting save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted after the power given by this resolution has expired.

For the purposes of this Resolution: "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

Resolution 14 - Articles of Association

THAT the revised Articles of Association of the Company be approved and adopted.

Resolution 15 - Notice of General Meetings

THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Juniper Partners Limited

Company Secretary

25 April 2024

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