Abrdn Diversified Income And Growth : Articles of Association

B15901EH5961829.2

ARTICLES OF ASSOCIATION

of

ABRDN DIVERSIFIED INCOME AND GROWTH PLC

PUBLIC COMPANY LIMITED BY SHARES

(as adopted by special resolution passed on 3 July 2024)

Company number: SC003721

B15901EH5961829.2

	CONTENTS
PRELIMINARY	1
1.	Exclusion of Table A	1
2.	Liability of Members	1
3.	Unrestricted Objects	1
4.	Definitions	1
5.	Form of resolution	7
6.	Change of Name	7
SHARE CAPITAL	8
7.	Rights attached to shares	8
8.	Redeemable shares	8
9.	Warrants to subscribe for shares	8
10.	Variation of rights	8
11.	Pari passu issues	9
12.	Renunciation	9
13.	Shares not to be allotted at a discount	9
14.	Financial Assistance	9
15.	Payment of commission	9
16.	Interests not recognised	9
17.	Recognition of trusts	10
18.	Suspension of rights where non-disclosure of interest	10
19.	Uncertificated shares	12
20.	Right to share certificates	14
21.	Replacement of share certificates	14
22.	Execution of share certificates	14
23.	Delivery of certificate to broker or agent	15
LIEN	15

24.	Company's lien on shares not fully paid	15
25.	Enforcing lien by sale	15
26.	Application of proceeds of sale	15
CALLS ON SHARES	15
27.	Calls	15
28.	Payment on calls	16
29.	Liability of joint holders	16
30.	Interest due on non-payment	16
31.	Sums due on allotment treated as calls	16
32.	Power to differentiate	16
33.	Payment of calls in advance	16
FORFEITURE AND SURRENDER OF SHARES	17
34.	Notice to pay unpaid calls and forfeiture	17
35.	Notice of forfeiture	17
36.	Forfeited shares to be the property of the Company	17
37.	Board may annul forfeiture	18
38.	Forfeiture not to extinguish liability to pay	18
39.	Statutory declaration as to forfeiture	18
TRANSFER OF SHARES	19
40.	Transfer	19
41.	Rights to decline registration of partly paid shares	19
42.	Other rights to decline registration	19
43.	Notice of refusal	20
44.	No fee for registration	20
45.	Registration of transfers may be suspended	20
46.	Untraced shareholders	20
47.	Forced transfers	22

TRANSMISSION OF SHARES	23
48.	Transmission on death	23
49.	Entry of transmission in register	23
50.	Election of person entitled by transmission	23
51.	Rights of person entitled by transmission	23
ALTERATION OF SHARE CAPITAL	24
52.	Fractions	24
53.	Reduction of capital	24
54.	Issue of share warrants to bearer	24
55.	Conditions of Issue of share warrants to bearer	25
GENERAL MEETINGS	25
56.	General meetings	25
57.	Annual general meetings	25
58.	Convening of and participating in general meetings	26
59.	Ordinary business	26
60.	Separate general meetings	27
61.	Shareholders' resolutions	27
NOTICE OF GENERAL MEETINGS	27
62.	Length of notice	27
63.	Omission or non-receiptof notice	29
64.	Electronic meetings	29
65.	General Meeting held at more than one physical location	30
66.	Postponement of general meetings	31
PROCEEDINGS AT GENERAL MEETINGS	32
67.	Quorum	32
68.	Procedure if quorum not present	32
69.	Security, access and safety arrangements	32

70.	Chairman of general meeting	33
71.	Orderly conduct	33
72.	Entitlement to attend and speak	33
73.	Adjournments	33
74.	Notice of adjournment	34
AMENDMENTS	34
75.	Amendments to resolutions	34
76.	Amendments ruled out of order	35
VOTING	35
77.	Suspension of rights	35
78.	Votes of members	35
79.	Method of voting	36
80.	Procedure if poll demanded	37
81.	When poll to be taken	37
82.	Continuance of other business after poll demand	37
83.	Votes cast in advance	38
84.	Votes on a poll	38
85.	Votes of joint holders	38
86.	Voting on behalf of incapable member	38
87.	No right to vote where sums overdue on shares	38
88.	Objections or errors in voting	39
PROXIES	39
89.	Execution of proxies	39
90.	Delivery of proxies	39
91.	Maximum validity of proxy	41
92.	Form of proxy	41
93.	Cancellation of proxy's authority	41

CORPORATIONS ACTING BY REPRESENTATIVES	42
94.	Representatives of corporations	42
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS	42
95.	Number of directors	42
96.	Directors' shareholding qualification	42
97.	Power of the Company to appoint directors	42
98.	Power of the Board to appoint directors	43
99.	Periodic retirement	43
100.	Filling vacancies	43
101.	Power of removal by special resolution	43
102.	Persons eligible as directors	43
103.	Position of retiring directors	43
104.	Vacation of office by directors	43
105.	Alternate directors	44
106.	Executive directors	45
FEES, REMUNERATION, EXPENSES AND PENSIONS	46
107.	Directors' fees	46
108.	Additional remuneration	46
109.	Expenses	46
110.	Pensions and allowances	46
DIRECTORS' INTERESTS	47
111.	Permitted interests and voting	47
POWERS AND DUTIES OF THE BOARD	51
112.	General powers of the Company vested in the Board	51
113.	Definitions for and interpretation of this Article 113	52
114.	Validity of borrowing arrangements	54
115.	Certification by auditors	54

116.	Net Asset Value	54
117.	Information made available to members	54
118.	Valuation	54
119.	Liability for loss of financial assets held in custody	54
120.	Accounts	55
121.	Agents	55
122.	Delegation to individual directors	55
123.	Official seals	55
124.	Registers	55
125.	Authentication of documents	56
126.	Provision for employees	56
127.	Powers of Attorney	56
128.	Cheques	56
PROCEEDINGS OF THE BOARD	56
129.	Board meetings	57
130.	Notice of board meetings	57
131.	Quorum	57
132.	Directors below minimum through vacancies	57
133.	Appointment of chairman	57
134.	Competence of meetings	58
135.	Voting	58
136.	Delegation to Committees	58
137.	Validity of acts of the Board or a committee	58

138. Participation in meetings by telephone or other form of

	communication	59
139.	Resolution in writing	59
140.	Records of Board meetings	59
141.	Safeguarding of minutes and books	60

SECRETARY	60
142.	Appointment and removal of the secretary	60
DIVIDENDS AND OTHER PAYMENTS	60
143.	Declaration of dividends by the Company	60
144.	Payment of interim and fixed dividends by Board	60
145.	Calculation and currency of dividends	60
146.	Amounts due on shares may be deducted from dividends	61
147.	No interest on dividends	61
148.	Payment procedure	61
149.	Uncashed dividends	63
150.	Forfeiture of unclaimed dividends	63
151.	Distribution of specific assets	63
152.	Scrip dividends	64
RESERVES	66
153.	Sums carried to reserve	66
154.	Capital reserve	66
CAPITALISATION OF PROFITS	67
155.	Power to capitalise reserves and revenue account	67
156.	Settlement of difficulties in distribution	68
RECORD DATES	68
157.	Power to choose any record date	68
ACCOUNTING RECORDS	68
158.	Preparation and laying of accounts	68
159.	Accounts to be sent to members	68
160.	Summary financial statements	69
161.	Records to be kept	69
162.	Inspection of records	69

AUDITORS	69
163.	Validity of acts of Auditors	70
164.	Attendance at general meetings	70
SERVICE OF NOTICES AND DOCUMENTS	70
165.	Service of notices	70
166.	Record date for service	71
167.	Members resident abroad	71
168.	Service of notice on person entitled by transmission	72
169.	When notice deemed served	72
170.	Notice when post and/or electronic means not available	73
DESTRUCTION OF DOCUMENTS	73

171. Company may destroy old instruments of transfer and other

	documents	73
WINDING UP	74
INDEMNITY	74
173.	Indemnity of officers and others	74
174.	Indemnity against claims in respect of shares	75
DURATION	76
175.	Continuation vote	76
176.	Reporting co-operation	76
177.	Rights and restrictions attaching to B Shares	77

B15901EH5961829.2

THE COMPANIES ACT 1985 AND 2006

________________________________

PUBLIC COMPANY LIMITED BY SHARES

________________________________

ARTICLES OF ASSOCIATION

of

ABRDN DIVERSIFIED INCOME AND GROWTH PLC

(Registered Number SC003721)

____________________________

PRELIMINARY

1. Exclusion of Table A
2. 1. 
      The regulations contained in Table A in the Schedule to The Companies (Tables A to
   2. Regulations 1985 (and any amendment, re-enactment or substitution thereof from time to time including that made by the Companies (Tables A to F) (Amendment) Regulations 2007 and the Companies (Tables A to F) (Amendment No. 2) Regulations 2007) shall not apply to the Company except insofar as they are repeated or contained in these Articles.
3. Liability of Members
4. 
   The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
5. Unrestricted Objects
6. 
   In accordance with the 2006 Act the Company's objects shall be unrestricted.
7. Definitions

4.1. In these Articles unless the context otherwise requires:

"the 2006 Act"means the Companies Act 2006 as amended from

time to time;

"address"has the meaning given to it in section 1148 of the 2006 Act;