CT Global Managed Portfolio Trust : 2023 AGM special resolutions

Company Number: SC338196

CT GLOBAL MANAGED PORTFOLIO TRUST PLC

SPECIAL RESOLUTIONS

(Passed on 28 September 2023)

At the Annual General Meeting of CT Global Managed Portfolio Trust PLC (the "Company"), duly convened and held at Exchange House, Primrose Street, London, EC2A 2NY on Thursday 28 September 2023 at 11.30am, all 15 resolutions proposed were passed, including the following resolutions :-

ORDINARY RESOLUTION

10. Authority to allot shares

That, in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Directors of the Company be and they 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 ('Rights') provided that such authority shall be limited to the allotment of shares and the grant of Rights in respect of shares with an aggregate nominal value of up to £649,295.10 in respect of Income shares and £483,673.70 in respect of Growth shares, such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, varied or extended by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require shares in the Company to be allotted or Rights to be granted after the expiry of such authority and the Directors shall be entitled to allot shares in the Company or grant Rights in pursuance of such an offer or agreement as if such authority had not expired.

SPECIAL RESOLUTIONS

11. Power to allot shares and sell treasury shares without rights of pre-emption

That, subject to the passing of Resolution 10, and in substitution for any existing power but without prejudice to the exercise of any such power prior to the date of the passing of this resolution, the Directors of the Company be and they are hereby generally empowered, pursuant to Section 570 of the Companies Act 2006 (the 'Act'), to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority given by Resolution 10 and/or to sell Income shares and/or Growth shares held by the Company as treasury shares as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

1. expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
2. shall be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal value of 324,647.55 in respect of Income shares and £241,836.85 in respect of Growth shares (being approximately 10.0% of the nominal value of the

issued Income share capital of the Company and approximately 9.7% of the nominal value of the issued Growth share capital of the Company as at 31 July 2023) at a price of not less than the net asset value per share of the existing Income shares (in the case of an allotment or sale of Income shares) or Growth shares (in the case of an allotment or sale of Growth shares).

This power applies in relation to the sale of Income shares and/or Growth shares which is an allotment of equity securities that immediately before the allotment are held by the Company as treasury shares as if in the opening paragraph of this resolution the words "subject to the passing of Resolution 10" and "pursuant to the authority given by Resolution 10" were omitted.

12. Additional power to allot shares and sell treasury shares without rights of pre-emption

That, subject to the passing of Resolution 10, and in addition to any power granted under Resolution 11 above, the Directors of the Company be and they are hereby generally empowered, pursuant to Section 570 of the Companies Act 2006 (the 'Act'), to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority given by Resolution 10 and/or sell Income shares and/or Growth shares held by the Company as treasury shares as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

1. expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
2. shall be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal value of £324,647.55 in respect of Income shares and £241,836.85 in respect of Growth shares (being approximately 10.0% of the nominal value of the issued Income share capital of the Company, and approximately 9.7% of the nominal value of the issued Growth share capital of the Company as at 31 July 2023) at a price of not less than the net asset value per share of the existing Income shares (in the case of an allotment or sale of Income shares) or Growth shares (in the case of an allotment or sale of Growth shares).

This power applies in relation to the sale of Income shares and/or Growth shares which is an allotment of equity securities that immediately before the allotment are held by the Company as treasury shares as if in the opening paragraph of this resolution the words "subject to the passing of Resolution 10" and "pursuant to the authority given by Resolution 10" were omitted.

13. Authority to buy-back shares

That, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with Section 701 of the Companies Act 2006 (the 'Act'), to make market purchases (within the meaning of Section 693(4) of the Act) of fully paid Income shares in the share capital of the Company and fully paid Growth shares in the share capital of the Company ('Income shares and/or Growth shares') (either for retention as treasury shares for future reissue, resale or transfer or cancellation), provided that:

1. the maximum aggregate number of Income shares and Growth shares hereby authorised to be purchased is 14.99% of the issued Income shares and 14.99% of the

issued Growth shares (excluding Income shares and Growth shares held in treasury) immediately prior to the passing of this resolution(1);

1. 1. the minimum price (excluding expenses) which may be paid for an Income share or Growth share is £0.064343979;
   2. the maximum price (excluding expenses) which may be paid for an Income share or Growth share shall not be more than the higher of:
   3. 1. 5% above the average middle market price on the London Stock Exchange of an Income share or Growth share over the five business days immediately preceding the date of purchase; and
      2. the higher of the last independent trade and the highest current independent bid on the London Stock Exchange; and
   4. unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the Company's next Annual General Meeting or on 28 December 2024, whichever is the earlier, save that the Company may, prior to such expiry, enter into a contract to purchase Income shares and/or Growth shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Income shares and/or Growth shares pursuant to any such contract.
2. Following Resolution 13 becoming effective the maximum aggregate number of shares hereby authorised to be purchased shall be 7,563,000 Income shares and 5,634,000 Growth shares (or, if less, 14.99 per cent of the number of Income shares and 14.99 per cent of the Growth shares in issue (excluding treasury shares) immediately prior to the passing of this resolution)

As at the date of the passing of this resolution, 14.99 per cent of the Company's issued share capital equated to 7,585,700 Income shares and 5,587,200 Growth shares.

14. Purchase Contract

That the proposed Purchase Contract (as defined in the Annual Report and Financial Statements published by the Company on 31 July 2023) to enable the Company to make off-market purchases of its own deferred shares pursuant to Sections 693 and 694 of the Companies Act 2006 in the form produced at the meeting and initialled by the Chairman be and is hereby approved and the Company be and is hereby authorised to enter into, execute and perform such contract, but so that the approval and authority conferred by this resolution shall expire on the day immediately preceding the date which is 18 months after the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company.

ORDINARY RESOLUTION

15. That the continuation of the Company be approved.

Columbia Threadneedle Investment Business Limited Company Secretary