Ruffer EGM 2021

1          INTRODUCTION

At the Company’s annual general meeting held on 4 December 2020 (the “2020 Annual General Meeting”), the Directors were granted authority to issue and/or sell from treasury for cash, on a non-pre-emptive basis (without first offering them pro rata to all Shareholders) up to 18,078,841 Preference Shares which is 10 per cent. of the number of Preference Shares in issue as at the latest practicable date prior to the publication of the notice of the 2020 Annual General Meeting. The price at which the Preference Shares may be issued and/or sold is not less than the last published Net Asset Value per Preference Share at the time of the proposed issue and/or sale from treasury plus costs thereby protecting existing Shareholders from any economic dilution.

Since the 2020 Annual General Meeting, and as at 15 April 2021 (being the latest practicable date prior to the publication of this document), the Company has issued 14,680,000 Preference Shares pursuant to the authority granted at that meeting. Accordingly this authority has been substantially utilised with a balance of 3,398,841 Preference Shares remaining to be issued under that existing authority.

2          RENEWAL OF AUTHORITY TO ISSUE AND/OR SELL FROM TREASURY PREFERENCE

SHARES ON A NON-PRE-EMPTIVE BASIS

The Preference Shares have traded at a premium to the Net Asset Value per Preference Share for almost three months, which indicates that there is ongoing demand for them in the market. In order to satisfy this demand, the Company has issued 14,680,000 Preference Shares in the period from the 2020 Annual General Meeting to 19 April 2021 at an average price of 280.88 pence per Preference Share and at an average 1.63 per cent. premium to the Net Asset Value per Preference Share at the time of issue. Accordingly, the authority granted at the 2020 Annual General Meeting has been substantially utilised with a balance of 3,398,841 Preference Shares remaining.

In order to satisfy continuing demand for Preference Shares, and given the benefits to existing Shareholders described below, the Directors have resolved to convene the Extraordinary General Meeting on 7 May 2021 in order to seek additional Shareholder authority to issue and/or sell from treasury further Preference Shares for cash on a non-pre-emptive basis.

The Resolution to be considered at the Extraordinary General Meeting will, if passed, give the Directors the additional authority to issue and/or sell from treasury for cash on a non-pre-emptive basis up to 19,546,841 Preference Shares. This is approximately 10 per cent. of the issued Preference Share capital of the Company, excluding treasury shares, as at the date of this document. As with the Preference Share issuance to date, the Preference Shares will be issued at a price which is at a premium to the last published Net Asset Value per Preference Share at the time the proposed allotment or sale from treasury is agreed plus the costs of the issue or sale from treasury. Any issuance will therefore be accretive to the Net Asset Value per Preference Share.

The authority conferred by the Resolution will lapse at the conclusion of the next annual general meeting of the Company (the “2021 Annual General Meeting”), to be held in December 2021, when the Directors will seek renewed authority. If the authority conferred by the Resolution is exhausted before the 2021 Annual General Meeting, or if the authority renewed at the 2021 Annual General Meeting is subsequently exhausted, then the Directors intend to seek Shareholder authority to issue and/or to sell from treasury Preference Shares on a non-pre-emptive basis at one or more subsequent extraordinary general meetings.