Secured Income Fund General Meeting December 2022

On 17 September 2020, Shareholders approved a change to the Company’s investment objective and policy to facilitate a managed wind-down of the Company and a realisation of its assets over time. Since September 2020, when the Company commenced the orderly realisation of its investment portfolio, it has realised certain of its investments and has returned 43.25 pence per Ordinary Share to Shareholders through a combination of dividends and a B Share Scheme.

On 9 November 2022, the Company announced that the Board had resolved to return £1,579,811 to Shareholders via a sixth return of capital through the issue and redemption of B Shares. Following this return of capital, the Company will have distributable reserves remaining of approximately £1.2 million. This position is likely to limit the Company’s ability to return capital as desired under its ongoing managed wind-down as distributable reserves are required to make distributions to Shareholders.

Under the Companies Act and the Companies Order 2008, a company may, with the sanction of a special resolution of its shareholders and the confirmation of the Court, reduce its existing share capital and apply the sums resulting from such reduction to, among other things, create distributable reserves.

The Board is committed to the continued operation of the Company’s B Share Scheme and progressive return of capital as part of the Company’s managed wind-down process. Accordingly, the Board is proposing to cancel the entirety of the amount standing to the credit of the Company’s capital redemption reserve (being £19,534,250 as at 22 November 2022). Subject to confirmation by the High Court of Justice in London (the “Court”) and the Reduction of Capital taking effect, the amount so cancelled will be credited to the Company’s distributable reserves. This will improve the Company’s distributable reserves position and will allow the Company to continue to operate the B Share Scheme.

The Company has been advised that the sums released through the cancellation of the Company’s capital redemption reserve should be treated as returns of capital for UK income tax purposes when paid out as part of the Company’s B Share Scheme. However, Shareholders should take their own tax advice in the context of their own personal circumstances