Circular and Notice of General Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THE JURISDICTION.

LEI Number: 2138003QINEGCHYGW702

5 December 2024

ABRDN DIVERSIFIED INCOME AND GROWTH PLC

(the "Company")

Publication of Circular in relation to Recommended Proposals for the Capital Reduction to allow for the return of capital to Shareholders and amendment of the Company's Articles

The Board of Directors of the Company (the "Board") is pleased to announce the publication of a circular in relation to the recommended proposals to cancel the entire amount standing to the credit of the Company's capital redemption reserve (the "Capital Reduction") and to amend the Company's articles of association (the "Articles") in order to remove the requirement for the Company to hold a continuation vote at each annual general meeting (the "Circular"). 

In accordance with the managed wind-down approved by shareholders on 27 February 2024, the Board is keen to continue progressively returning cash to Shareholders in the form of capital. The reserve arising as a result of the Capital Reduction, if approved by Shareholders and the Court of Session will, subject to any arrangements required for the protection of creditors and any direction given by the Court, amount to distributable reserves which may then be used for all purposes permitted under the Companies Act and will be available to the Company to distribute to Shareholders.

The Board also believes that in light of the clear mandate previously provided by Shareholders and in order to provide continuity and certainty during the managed wind-down, the Company's Articles should be amended to remove the current requirement to hold a continuation vote at each annual general meeting of the Company.       

The Capital Reduction and the amendment to the Articles remain conditional on, amongst other things, Shareholder approval. The Circular contains further details of the Capital Reduction, the amendment to the Articles and a notice of general meeting of the Company (the "General Meeting"). The General Meeting will be held at the offices of Dickson Minto LLP, Level 4, Dashwood House, 69 Old Broad Street, London EC2M 1QS at 10.30 a.m. on 23 December 2024 at which Shareholders will be asked to provide the Company with the necessary authorities to implement the Capital Reduction and the amendment to the Articles.

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available on the Company's website (www.abrdndiversified.co.uk/en-gb).

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

Timetable

The expected timetable for the General Meeting is as follows:

Latest time and date for receipt of Forms of Proxy .......................... 10.30 a.m. on 19 December 2024

Record time and date for the General Meeting ................................ .6.30 p.m. on 19 December 2024

General Meeting.................................................................................10.30 a.m. on 23 December 2024

Notes:

All references to time in this document are to UK time. If any of the above times and/or dates change, the revised time(s) and/or

date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.