Notice of AGM and Shareholder Web Call

City Merchants High Yield Trust Limited

HEADLINE: Notice of Annual General Meeting (AGM) and Shareholder Web Call

The Company confirms that, consistent with the United Kingdom Corporate Insolvency and Governance Act 2020 and in accordance with the Company’s Articles, the Company's AGM will be held on 23 September 2020 at 10am at JTC Fund Solutions (Jersey) Limited.  

The AGM will be held as a 'closed meeting' and shareholders will not be permitted to attend the meeting. Shareholders are encouraged to complete their proxy voting instructions and register any questions via the Company Secretary at [e-mail] or in hard copy to JTC Fund Solutions (Jersey) Limited, PO Box 1075, 28 Esplanade, St Helier, Jersey JE4 2QP

Shareholder Web Call

Shareholders are invited to attend a web call with the Portfolio Manager, Rhys Davies and Directors of the Board on 1 September 2020 at 2pm. Details on how to register for the call are available via the Company’s website: www.invesco.co.uk/citymerchants

Notice of Annual General Meeting (AGM)

Ordinary Business

1. To receive the annual financial report for the year ended 31 December 2019.

2. To approve the Report on Directors’ Remuneration and Interests.

3. To approve the Company’s Dividend Payment Policy to pay four quarterly dividends to shareholders in May, August, November and February in respect of each accounting year.

4. To re-appoint PricewaterhouseCoopers CI LLP as the Company’s auditor and authorise the Audit Committee to determine their remuneration.

5. To re-elect Mr Tim Scholefield a Director of the Company.

6. To re-elect Mr Philip Austin a Director of the Company.

7. To re-elect Mr John Boothman a Director of the Company.

8. To elect Heather MacCallum a Director of the Company.

9. To elect Stuart McMaster a Director of the Company.

Special Business

To consider and if thought fit, to pass the following resolutions, of which resolution 10 will be proposed as an ordinary resolution and resolutions 11 to 13 will be proposed as special resolutions:

10. THAT, in accordance with Article 158 of the Company’s Articles of Association, the Directors of the Company be and they are hereby released from their obligation pursuant to such Article to convene a general meeting of the Company within six months of the AGM at which a special resolution would be proposed to wind up the Company.

11. THAT, pursuant to Article 14.1 of the Company’s Articles of Association, the Directors be and are hereby empowered to issue shares, up to 10% of the existing shares in issue at the time of the AGM, without pre-emption.

12. THAT, pursuant to Article 8.2 of the Company’s Articles of Association and Article 57 of the Companies (Jersey) Law 1991 as amended (the Law), the Company be generally and unconditionally authorised:

(a) to make purchases of its issued ordinary shares of no par value (Shares) to be cancelled or held as treasury shares provided that:

(i) the maximum number of Shares hereby authorised to be purchased shall be 14.99% of the Company’s issued ordinary shares, this being 15,251,006 on the date of this notice;

(ii) the minimum price which may be paid for a Share is 1p;

(iii) the maximum price which may be paid for a share must not be more than the higher of:

(i) 5 per cent. above the average of the mid-market values of the Shares for the five business days before the purchase is made; and

(ii) the higher of the price of the last independent trade in the shares and the highest then current independent bid for the Shares on the London Stock Exchange;

(iv) any purchase of shares will be made in the market for cash prices below the prevailing net asset value per share (as determined by the Directors);

(v) the authority hereby conferred shall expire on the earlier of the conclusion of the next AGM of the Company held after passing of this resolution or 15 months from the date of the passing of this resolution, whichever is the earlier.

13. THAT, the period of notice required for general meetings of the Company (other than AGMs) shall not be less than 14 days.

Dated this 21 August 2020

By order of the Board

JTC Fund Solutions (Jersey) Limited

Company Secretary

Contact:

Hilary Jones

JTC Fund Solutions (Jersey) Limited

Telephone: [phone]