M&G Credit Income Investment Trust : 2024 AGM Resolutions

Resolution 11

Company Number: 11469317

The Companies Act 2006

Public Company Limited by Shares

Resolutions of

M&G Credit Income Investment Trust plc

(the "Company")

Passed on 21 May 2024

At an Annual General Meeting of the above named Company, duly convened and held at the offices of M&G Alternatives Investment Management Limited, 10 Fenchurch Avenue, London EC3M 5AG at 10.00am on Tuesday, 21st May 2024, the following Resolutions were passed, with Resolution 10 as an Ordinary Resolution and 11 to 13 as Special Resolutions.

Resolution 10

THAT, in substitution for all existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 ('the Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company, up to an aggregate nominal amount of £140,919 (ie up to 14,091,900 Ordinary Shares and/or C Shares, representing approximately 10% of the issued share capital of the Company (excluding treasury shares) as at 27 March 2024) during the period commencing on the date of the passing of this Resolution and expiring at the conclusion of the Annual General Meeting of the Company to be held in 2025 (unless previously renewed, varied or revoked by the Company in general meeting) (the 'Section 551 period'), but so that the Company shall be entitled, at any time prior to the expiry of the Section 551 period, to make offers or agreements which would or might require shares to be allotted or such rights to be granted after the expiry of the Section 551 period and the Directors shall be entitled to allot shares or grant rights in pursuance of such offers or agreements as if the authority had not expired.

Resolution 11

THAT, in substitution for all existing authorities and, subject to the passing of Resolution 10, the Directors be and they are hereby authorised, in accordance with Sections 570 and 573 of the Companies Act 2006 ('the Act'), to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 10 above, and by way of a sale of treasury shares as if Section 561(1) of the Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £140,919 (ie up to 14,091,900 Ordinary Shares and/or C Shares, representing approximately 10% of the issued share capital of the Company (excluding treasury shares) as at 27 March 2024), such power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2025 (unless previously renewed, varied or revoked by the Company in general meeting) save that the Company shall be entitled, at any time prior to the expiry of such power, to make an offer or enter into an agreement which would or might require equity securities to be allotted or sold after the expiry of such power and the Directors shall be entitled to allot or sell equity securities in pursuance of such an offer or agreement as if such power had not expired.

Resolution 12

THAT, the Company be authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary Shares provided that the maximum number of Ordinary Shares authorised to be purchased will be up to 14.99% of the Ordinary Shares in issue at the date of this Notice, excluding any treasury shares, or, if changed, 14.99% of the Ordinary Shares in issue, excluding any treasury shares, immediately following the passing of this resolution. The minimum price which may be paid for an Ordinary Share is £0.01. The maximum price which may be paid for an Ordinary Share must not be more than the higher of:

· 5.0% above the average of the mid-market value of the Ordinary Shares for the five business days before the purchase is made; or

· the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares.

Such authority will expire at the AGM of the Company to be held in 2025, save that the Company may contract to purchase Ordinary Shares under the authority thereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority and may purchase Ordinary Shares in pursuance of such contract.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors to make market purchases of Ordinary Shares.

All Ordinary Shares purchased pursuant to the above authority shall be either:

· held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act; or

· cancelled immediately upon completion of the purchase.

Resolution 13

THAT, a General Meeting, other than an AGM, may be called on not less than 14 clear days' notice.

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