JPMorgan European Discovery Trust : AGM 2023 - Special Business

Company No. 02431143

THE COMPANIES ACT 2006

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COMPANY LIMITED BY SHARES

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RESOLUTIONS

OF

JPMORGAN EUROPEAN DISCOVERY TRUST PLC

(the "Company")

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Passed on 19 July 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 Wednesday, 19th July 2023 at 12.30 p.m., the following resolutions, as set out in the Notice of Meeting, were passed, resolution

10 as ordinary resolution and resolution 11, 12, 13 and 14 as special resolutions:

ORDINARY RESOLUTION

1. Authority to allot new shares
   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 for 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 £787,375 or, if different the aggregate nominal amount representing approximately 10% of the Company's issued ordinary share capital (excluding Treasury shares) 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, agreements or arrangements 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 RESOLUTION
2. Authority to disapply pre-emption rights on allotment of relevant securities
   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, provided that this power shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £787,375 or, if different, the aggregate nominal amount representing approximately 10% of the issued share capital as at the date of the passing of this resolution (excluding Treasury shares) 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, agreements or arrangements which would or might require equity securities to be allotted after such expiry and so that the Directors of the Company may allot equity securities in pursuance of such offers, agreements or arrangements as if the power conferred hereby had not expired.

1. Authority to repurchase the Company's shares
2. 1. 
      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 in the capital of the Company on such terms and in such manner as the Directors may from time to time determine:
      PROVIDED ALWAYS THAT
   2. the maximum number of ordinary shares hereby authorised to be purchased shall be the number of ordinary shares which is equal to 14.99% of the Company's issued share capital (less shares held in Treasury) as at the date of the passing of this Resolution;
   3. the minimum price which may be paid for an ordinary share shall be the nominal value of such ordinary share;
   4. 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 contracted to be purchased; or (b) the price of the last independent trade; or (c) the highest current independent bid;
   5. any purchase of ordinary shares will be made in the market for cash at prices below the prevailing net asset value per ordinary share (as determined by the Directors);
   6. the authority hereby conferred shall expire on 17th January 2025 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
   7. 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.
3. Adoption of New Articles of Association
4. 
   THAT the Articles of Association produced to the meeting and signed by the chairman of the meeting for the purposes of identification be approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association with effect from the conclusion of the meeting.
5. Authority to hold general meetings
6. 
   THAT a general meeting, other than an Annual General Meeting, may be called on no less than 14 clear days' notice.
   Priyanka Vijay Anand
   For and on behalf of JPMorgan Funds Limited Company Secretary
   19 July 2023