The shareholders of Schroder UK Mid & Small Cap Fund plc authorized a share repurchase program at its Annual General Meeting on January 27, 2012. Under the program, the company will repurchase up to 5,417,939 shares, representing 14.99% of the issued share capital of the company. The minimum price which may be paid for a share is 25p. The maximum price which may be paid for a share is an amount equal to the greater of 105% of the average of the middle market quotations for a share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is purchased, and the higher of the price of the last independent trade in the shares of that class and the highest then current independent bid for the shares of that class on the London Stock Exchange. Purchases may only be made pursuant to this authority if the shares are (at the date of the proposed purchase) trading on the London Stock Exchange at a discount to net asset value. The authority hereby conferred shall expire at the conclusion of the next Annual General Meeting.