City Natural Res High Yield Tst PLC
07 December 2007
THE COMPANIES ACTS 1985 AND 1989
('the Act')
PUBLIC COMPANY LIMITED BY SHARES
CITY NATURAL RESOURCES HIGH YIELD TRUST PLC
(Registered No. 02978531)
CERTIFIED COPY RESOLUTIONS
At an Annual General Meeting of the members of the above named Company held at
Exchange House, London EC2A 2NY on Tuesday 4 December 2007 at 11.30 am the
following resolutions were passed:-
SPECIAL RESOLUTIONS
9. That, subject to the passing of resolution 8 set out in this Notice
of Meeting, in substitution for any existing power under section 95 of the Act,
but without prejudice to the exercise of any such power prior to the date of
this resolution, the Directors of the Company be and they are hereby empowered,
in accordance with section 95(1) of the Act, to allot equity securities as
defined in section 94(2) of the Act pursuant to the authority under section 80
of the Act conferred on the Directors of the Company by such resolution numbered
8, or as defined in section 94 (3A) of the Act, in each case for cash, as if
section 89(1) of the Act did not apply to any such allotment:
(i) other than pursuant to sub-paragraph (ii) below, up to an aggregate
nominal amount of £1,570,319 (representing approximately 9.99 per cent. of the
present issued share capital of the Company); or
(ii) in connection with an offer of equity securities open for acceptance
for a period fixed by the Directors of the Company to the holders of ordinary
shares on a fixed record date in proportion (or as nearly as practicable) to
their respective holdings of ordinary shares (but subject to such exclusions or
other arrangements as the Directors of the Company may consider necessary or
expedient to deal with any legal problems under or resulting from the
application or apparent application of the laws of any territory or the
requirements of any regulatory body or any stock exchange in any territory or in
connection with fractional entitlements or otherwise howsoever); such power
to expire at the conclusion of the next annual general meeting of the Company to
be held in 2008 unless previously revoked, varied or renewed by the Company in
general meeting, save that the Company may, at any time prior to the expiry of
such power, make an offer to enter into an agreement which would or might
require equity securities to be allotted after the expiry of such power and the
Directors of the Company may allot equity securities in pursuance of such an
offer or agreement as if such power had not expired.
10. That, in substitution for any existing authority under Section 166 of
the Act, but without prejudice to the exercise of any such authority to the date
of this resolution, the Company be and is hereby authorised in accordance with
Section 166 of the Act to make market purchases (within the meaning of Section
163 of the Act) of ordinary shares of 25p each in the capital of the Company
provided that:
(i) the maximum number of ordinary shares hereby authorised to be
purchased shall be 14.99 per cent of the issued share capital of the Company as
at the date of the passing of this resolution;
(ii) the minimum price which may be paid for an ordinary share is 25p;
(iii) the maximum price (exclusive of expenses) which may be paid for an
ordinary share shall be the higher of not more than (i) 5 per cent above the
average of the middle market quotations for an ordinary share on the London
Stock Exchange Daily Official List for the five business days immediately
preceding the date on which any such purchase is made and (ii) the higher of the
last independent trade and the highest current bid on the London Stock Exchange;
(iv) the authority hereby conferred shall expire on 31 December 2008 or,
if earlier, at the conclusion
of the Annual General Meeting of the Company to be held in 2008 unless such
authority is renewed prior to such time;
(v) the Company may make a contract to purchase ordinary shares under the
authority hereby conferred prior to the expiry of such authority which will or
may be executed wholly or partly after the expiration of such authority and may
make a purchase of ordinary shares pursuant to any such contract.
11. That, conditional upon the passing of Resolution 9 above, the Company
be authorised, for the purposes of the Listing Rules of the United Kingdom
Listing Authority, to issue ordinary shares of 25 pence each in the capital of
the Company at a price below the net asset value per share of the existing
ordinary shares in issue provided always that such issue shall be limited to:
(i) the sale of shares which, immediately before such sale were held by
the Company as treasury shares;
(ii) a sale price which represents a discount to net asset value per
share which is less than the discount at which such shares were bought back by
the Company; and
(iii) unless renewed, the authority hereby conferred is to expire on the
conclusion of the Annual General Meeting of the Company to be held in 2008.
CERTIFIED A TRUE COPY
Martin Cassels
SECRETARY
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