JPMorgan Asia Growth & Income : JAGI- AGM - Special Business

Company No. 3374850

THE COMPANIES ACT 2006

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COMPANY LIMITED BY SHARES

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SPECIAL BUSINESS

OF

JPMORGAN ASIA GROWTH & INCOME PLC

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Passed on 15th February 2023

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At the Annual General Meeting of the Company duly convened and held at 60 Victoria Embankment, London EC4Y 0JP on 15th February 2023 the following Resolutions were passed as Special Business:

Ordinary Resolutions

1. THAT the Company continue in existence as an investment trust for a period expiring at the conclusion of the Company's annual general meeting to be held in
   2026.
2. THAT the Directors of the Company be and they are hereby generally and unconditionally authorised, (in substitution of any authorities previously granted to the Directors), pursuant to and 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') up to an aggregate nominal amount of £2,368,331 representing approximately 10% of the Company's issued Ordinary share capital as at the date of the passing of this resolution, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2023 unless renewed at a general meeting prior to such time, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and so that the Directors of the Company may allot shares and grant Rights in pursuance of such offers or agreements as if the authority conferred hereby had not expired.

Special Resolutions

11. THAT subject to the passing of Resolution 10 set out above, the Directors of the Company be and they are hereby empowered pursuant to Sections 570 and 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 10 or by way of a sale of Treasury shares as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities

or the sale of Treasury shares for cash up to an aggregate nominal amount of £2,368,331 representing approximately 10% of the issued Ordinary share capital as at the date of this Notice of Annual General Meeting at a price of not less than the net asset value per share and shall expire upon the expiry of the general authority conferred by Resolution 10 above, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted or Treasury shares sold after such expiry and so that the Directors of the Company may allot equity securities or sell Treasury shares in pursuance of such offers or agreements as if the power conferred hereby had not expired.

12. THAT the Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693 of the Act) of its issued Ordinary shares on such terms and in such manner as the Directors may from time to time determine, provided always that:

1. the maximum number of Ordinary shares hereby authorised to be purchased shall be 14,200,514, or if less, that number of Ordinary shares which is equal to 14.99% of the issued share capital as at the date of the passing of this Resolution;
2. the minimum price which may be paid for an Ordinary share shall be 25 pence;
3. the maximum price which may be paid for an Ordinary share shall be an amount equal to the highest of: (a) 105% of the average of the middle market quotations for an Ordinary share taken from and calculated by reference to the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary share is purchased; or (b) the price of the last independent trade; or (c) the highest current independent bid;
4. any purchase of Ordinary shares will be made in the market for cash at prices below the prevailing net asset value per share (as determined by the Directors);
5. the authority hereby conferred shall expire on 14th August 2024 unless the authority is renewed at the Company's Annual General Meeting in 2024 or at any other general meeting prior to such time; and
6. the Company may make a contract to purchase Ordinary shares under the authority hereby conferred prior to the expiry of such authority which contract will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Ordinary shares pursuant to any such contract.

Ordinary Resolution

13. THAT the shareholders approve the Company's dividend policy to continue to pay four quarterly interim dividends during the year.

By order of the Board JPMorgan Funds Limited, Company Secretary

Alison Vincent Authorised Signatory