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Jupiter Fund Management : 2026 AGM Resolutions - Special Business

Jupiter Fund Management : 2026 AGM Resolutions - Special

Jupiter Fund Management PlcMay 7, 20263
Jupiter Fund Management : 2026 AGM Resolutions - Special Business

About this update from Jupiter Fund Management Plc

Company Number 06150195 THE COMPANIES ACT 2006 Company Limited by Shares Jupiter Fund Management plc Resolutions Passed on 7 May 2026 At the Annual General Meeting of Jupiter Fund Management plc (the 'Company'), which was duly convened and held at The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ on 7 May 2026, the following resolutions were passed. Resolution 14 was passed as an Ordinary Resolution and resolutions 15, 16 and 17 were passed as Special Resolutions. Ordinary Resolutions Authority to allot shares In substitution for all existing authorities conferred at the 2025 AGM of the Company, to authorise the Directors, pursuant to section 551 of the Companies Act 2006 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 £1,057,260. The authority conferred on the Directors shall expire at the conclusion of the next AGM of the Company after the date of the passing of this resolution or at the close of business on 30 June 2027, whichever is the earlier, except that under this authority the Company may, at any time before such expiry, make offers or enter into agreements which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such offers or agreements as if the authority conferred hereby had not expired. Special Resolutions Disapplication of pre-emption rights Subject to the passing of resolution 14, and in substitution for all existing authorities conferred at the 2025 AGM of the Company, the Directors be authorised, pursuant to section 570 and section 573 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 of the Directors conferred by resolution 14, and/or by way of a sale of treasury shares for cash, in each case as if section 561(1) of the Act did not apply to such allotment or sale, provided that the authority conferred by this resolution shall be limited: to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities: to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter; and to the allotment of equity securities pursuant to the authority granted by resolution 14 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this resolution 15) up to an aggregate nominal value equal to £528,630; and unless previously revoked, varied or extended, this authority shall expire at the conclusion of the next AGM of the Company after the date of the passing of this resolution or at the close of business on 30 June 2027, whichever is the earlier, except that the Company may, before the expiry of this authority, make offers or enter into agreements which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired. Authority for the Company to purchase its own shares That the Company be and is hereby generally and unconditionally authorised, for the purposes of section 701 of the Companies Act 2006 (the 'Act'), to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 2 pence each in the capital of the Company ('ordinary shares') on such terms and in such manner as the Directors may from time to time determine, provided that: the maximum aggregate number of ordinary shares hereby authorised to be purchased is 26,431,506; the minimum price (exclusive of expenses) that may be paid for an ordinary share is 2 pence; the maximum price (exclusive of expenses) that may be paid for an ordinary share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share, on the trading venues where the purchase is carried out; the authority conferred hereby shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or at the close of business on 30 June 2027, whichever is the earlier, unless previously revoked, varied or renewed by the Company in general meeting prior to such time; and the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of ordinary shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase ordinary shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired. Notice periods for general meetings The Directors be authorised to call a general meeting of the Company, (other than an AGM), on not less than 14 clear days' notice.

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