Special Resolutions

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 This information is provided by RNS The company news service from the London Stock Exchange
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