River and Mercantile UK Micro Cap Investment : Amended and Restated Articles

RIVER AND MERCANTILE UK MICRO CAP INVESTMENT COMPANY LIMITED

(Company number: CMP 59106)

I certify that the extract below is a true extract of the Minutes of the Annual General Meeting of River and Mercantile UK Micro Cap Investment Company Limited held on 11 March 2024 at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey at 10:30am GMT

_________________________________________________________________________________

11. DIS-APPLYPRE- The Chairman proposed Resolution 11 as a Special EMPTION RIGHTS: Resolution:

THAT the Directors of the Company be and are hereby authorised to allot and issue equity securities (within the meaning of the Company's Articles) for cash either pursuant to Article 4.1 as if Article 6.2 of the Articles did not apply to any such allotment and issue, provided that this power shall:

1. be limited to the allotment and issue of up to 3,389,795 Ordinary Shares (excluding treasury shares) or, if less, 10% of the Ordinary Shares in issue as at 7 March 2024;
2. unless authorised by Shareholders, no Shares will be issued at a price less than the prevailing Net Asset Value per Share at the time of the issue unless they are offered pro rata to existing Shareholders; and

this authority will expire upon the date of the next Annual General Meeting of the Company, unless previously renewed, varied or revoked by the Company in general meeting.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot and issue equity securities in the capital of the Company wholly for cash as if the pre-emption rights contained in Article 6.2 of the Articles did not apply to such allotment and issue but without prejudice to any allotment and issue of shares already made, offered or agreed to be made pursuant to such authorities.

The Chairman noted that Shareholder proxy voting in respect of Resolution 11 was as follows:

For:	14,846,765 (99.07%)
Against:	138,625 (0.93%)
Withheld:	21,518

IT WAS RESOLVED that the Directors of the Company be and are hereby authorised to allot and issue equity securities (within the meaning of the Articles) for cash either pursuant to Article 4.1 as if article 6.2 of the Articles did not apply to any such allotment and issue.

RIVER AND MERCANTILE UK MICRO CAP INVESTMENT COMPANY LIMITED

(Company number: CMP 59106)

I certify that the extract below is a true extract of the Minutes of the Annual General Meeting of River and Mercantile UK Micro Cap Investment Company Limited held on 11 March 2024 at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey at 10:30am GMT

_________________________________________________________________________________

12. CHANGES TO THE The Chairman proposed Resolution 12 as a Special

ARTICLESResolution:

THAT the articles of incorporation of the Company attached hereto be and are hereby approved and adopted as the new articles of incorporation of the company (the "New Articles") in substitution for and to the exclusion of the existing articles of incorporation of the Company.

The Chairman noted that Shareholder proxy voting in respect of Resolution 12 was as follows:

For:	14,873,031 (99.17%)
Against:	123,766 (0.83%)
Withheld:	10,111

The Chairman declared Resolution 12 carried.

Sharon A Williams

For BNP Paribas S.A., Guernsey Branch as Company Secretary

Date : 11 March 2024

THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED

NON-CELLULAR COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

of

RIVER AND MERCANTILE UK MICRO CAP INVESTMENT COMPANY LIMITED

Registered on 2 October 2014

Amended and restated articles of incorporation adopted on 31 October 2014

Amended by Special Resolution passed by shareholders at the AGM held on 2 March 2021

Amended and restated articles of incorporation adopted on 11 March 2024

	TABLE OF CONTENTS
1.	DEFINITIONS	1
2.	INTERPRETATION	8
3.	STANDARD ARTICLES NOT TO APPLY	9
4.	SHARES	9
5.	CLASS ACCOUNTS	11
6.	PRE-EMPTION ON ALLOTMENT AND ISSUE OF SHARES	13
7.	ORDINARY SHARES	16
8.	COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST	17
9.	DISCLOSURE OF BENEFICIAL INTERESTS	17
10.	CERTIFICATES AND REGISTER OF MEMBERS	22
11.	LIEN	23
12.	CALLS ON SHARES	23
13.	FORFEITURE AND SURRENDER OF SHARES	24
14.	TRANSFER AND TRANSMISSION OF SHARES	25
15.	NET ASSET VALUE	29
16.	REDEMPTION OF SHARES	30
17.	ALTERATION OF CAPITAL	31
18.	GENERAL MEETINGS	32
19.	NOTICE OF GENERAL MEETINGS	33
20.	PROCEEDINGS AT GENERAL MEETINGS	33
21.	VOTES OF MEMBERS	35
22.	NUMBER AND APPOINTMENT OF THE BOARD	38
23.	QUALIFICATION AND REMUNERATION OF DIRECTORS	40
24.	ALTERNATE DIRECTORS	41
25.	BORROWING POWERS OF THE BOARD	42
26.	OTHER POWERS AND DUTIES OF THE BOARD	42
27.	POWERS OF ATTORNEY	42
28.	DIRECTORS' INTERESTS AND CONFLICTS OF INTEREST	43
29.	DISQUALIFICATION AND REMOVAL OF DIRECTORS	44
30.	PROCEEDINGS OF DIRECTORS	45
31.	EXECUTIVE DIRECTOR	46
32.	SECRETARY	47
33.	COMMON SIGNATURE	47
34.	THE SEAL	47
35.	AUTHENTICATION OF DOCUMENTS	47
36.	DIVIDENDS AND DISTRIBUTIONS	48
37.	RESERVES	51
38.	CAPITALISATION OF RESERVES	51
39.	ACCOUNTS	52
40.	AUDITORS	52
41.	UNTRACEABLE MEMBERS	53
42.	NOTICES	54
43.	WINDING UP	58
44.	INDEMNITY	59
45.	INSURANCE	59
46.	INSPECTION OF DOCUMENTS	59
47.	RECORD DATES	59
48.	CONTINUATION RESOLUTION	59

THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED

NON-CELLULAR COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

of

RIVER AND MERCANTILE UK MICRO CAP INVESTMENT COMPANY LIMITED

1. DEFINITIONS

1.1 In these Articles, the following words shall bear the following meanings if not inconsistent with the subject or context:

Words	Meanings
Administrator	The administrator of the Company as appointed by the
	Board from time to time.
Admission	Admission of the Ordinary Shares of the Company to
	listing on the premium segment of the Official List of the
	Financial Conduct Authority and to trading on the
	London Stock Exchange's main market for listed
	securities.
Articles	These Articles of Incorporation as now framed and at
	any time altered.
at any time	At any time or times and includes for the time being and
	from time to time.
Auditor	The auditor for the time being of the Company.
Authorised Operator	EUI or such other person as may for the time being be
	authorised under the Regulations to operate an
	Uncertificated System.
Board or Directors	The Directors at any time or the Directors present at a
	duly convened meeting at which a quorum is present or,
	as the case may be, the Directors assembled as a duly
	formed committee of such Board.
Business Day	A day on which the London Stock Exchange and banks in
	Guernsey are normally open for business.
	1

Calculation Date	The date determined by the Board for the calculation of
	the price to be paid on a redemption of shares.
Calendar Year	The period from 1 January to 31 December of a
	particular year.
Certificated	A unit of a security which is not an Uncertificated unit
	and is normally held in certificated form.
Class Account	Shall have the meaning ascribed to it in Article 5.1.
Clear Days	In relation to a period of notice, shall mean that period
	excluding the day when the notice is served or deemed
	to be served and the day for which it is given or on
	which it is to take effect.
Companies Law	The Companies (Guernsey) Law, 2008 (as amended).
Company	River and Mercantile UK Micro Cap Investment
	Company Limited.
Court	The Royal Court of Guernsey sitting as an Ordinary
	Court.
Critical Value	The lower of the amount that is equal to 60 per cent. of
	the Gross Issue Proceeds and £40 million.
Custodian	The custodian of the Company as appointed by the
	Board from time to time.
Dematerialised Instruction	An instruction sent or received by means of an
	Uncertificated System.
Director	A director of the Company for the time being.
Electronic Means	Shall have the meaning ascribed to it by the Companies
	Law.
Eligible Members	Shall have the meaning ascribed to it in the Companies
	Law.
ERISA	The United States Employee Retirement Income
	Security Act of 1974, as amended from time to time and
	2

	the applicable regulations thereunder.
EUI	Euroclear UK & Ireland Limited.
Executor	Includes administrator.
Extraordinary Resolution	A resolution of the Members Present in Person in a
	general meeting passed by a majority of not less than
	seventy five per cent. of the votes recorded on a show
	of hands or by way of a poll or a Written Resolution
	passed by Members holding not less than seventy-five
	per cent. of the total voting rights of Members entitled
	to vote at the date of circulation of the resolution.
FATCA	Has the meaning given to it in Article 9.19.1;
Financial Conduct Authority	The Financial Conduct Authority of the United Kingdom
	acting in its capacity as the competent listing authority
	for the purposes of Part 6 of the Financial Services and
	Markets Act 2000, as amended.
Gross Issue Proceeds	The aggregate value of the shares issued under the
	initial placing and offer of shares in the Company.
Laws	The Companies Law and every other Order in Council,
	Ordinance or Statutory Instrument for the time being in
	force concerning companies registered in Guernsey and
	affecting the Company.
Liquidator	Any liquidator of the Company appointed at any time
	under the Laws.
Listing Rules	The listing rules made by the Financial Conduct
	Authority under section 73A Financial Services and
	Markets Act 2000 (as amended).
London Stock Exchange	London Stock Exchange plc.
Member	In relation to shares in the capital of the Company
	means the person (or persons, in respect of joint
	holders) whose name(s) is/are entered in the Register as
	the holder(s) of the shares and includes, on the death,
	disability or insolvency of a Member, any person
	entitled to such shares on the death, disability or
	3

	insolvency of such Member.
	In relation to shares in the capital of the Company held
	in an Uncertificated System, means:
	a) a person who is permitted by an Authorised
	Operator to transfer, by means of that
	Uncertificated System, title to Uncertificated
	shares of the Company held by him; or
	b) two or more persons who are jointly permitted
	to do so.
Memorandum	The Memorandum of Incorporation of the Company for
	the time being current.
Month	Calendar month.
NAV or Net Asset Value	The value of the assets of the Company less its
	liabilities, or, where relevant, the assets attributable to
	a class of share less the liabilities attributable to that
	class of share, in each case determined (by the
	Administrator) in accordance with the Association of
	Investment Companies' valuation guidelines and in
	accordance with the applicable accounting standards
	adopted by the Company from time to time.
Non-Qualified Holder	any person whose ownership of Ordinary Shares (i) may
	result in the U.S. Plan Threshold being exceeded causing
	the Company's assets to be deemed "plan assets" for
	the purpose of ERISA or the U.S. Tax Code; (ii) may
	cause the Company to be required to register as an
	"investment company" under the U.S. Investment
	Company Act (including because the holder of the
	shares is not a "qualified purchaser" as defined in the
	U.S. Investment Company Act) or to lose an exemption
	or a status thereunder to which it might be entitled; (iii)
	may cause the Company to have to register any of its
	securities under the U.S. Securities Act; (iv) may cause
	the Company to have to register under the U.S.
	Exchange Act or any similar legislation; (v) may cause
	the Company not to be considered a "Foreign Private
	Issuer" as such term is defined in rule 3b-4(c) under the
	4

	U.S. Exchange Act; (vi) may result in a person holding
	shares in violation of the transfer restrictions put forth
	in any prospectus published by the Company, from time
	to time; or (vii) may cause the Company to be a
	"controlled foreign corporation" for the purposes of the
	U.S. Tax Code; or (viii) may cause the Company to suffer
	any pecuniary or tax disadvantage (which will include
	any excise tax, penalties or liabilities under ERISA or the
	U.S. Tax Code, including as a result of the Company's
	failure to comply with FATCA and/or Similar Laws as a
	result of the Non-Qualified Holder failing to provide
	information concerning itself as requested by the
	Company in accordance with the Articles.
Office	The registered office at any time of the Company, which
	shall always be located in the Island of Guernsey.
Official List	The official list of the Financial Conduct Authority.
Ordinary Resolution	A resolution of the Company passed as an ordinary
	resolution in accordance with the Companies Law.
Ordinary Share	A redeemable ordinary share of no par value in the
	capital of the Company issued and designated as an
	Ordinary Share of such class as may be determined by
	the Directors at the time of issue.
Participating Security	A security (including a share) the title to units of which
	is permitted by an Authorised Operator to be
	transferred by means of an Uncertificated System.
Person	An individual, a company, a limited liability company, a
	corporation, an association, a joint stock company, a
	trust, a joint venture, an unincorporated organisation,
	and a governmental entity or any department, agency,
	or political subdivision thereof, and any other entity.
Present In Person	In relation to general meetings of the Company and to
	meetings of the holders of any class of shares, includes
	present by attorney or by Proxy or, in the case of a
	corporate Member, by duly authorised corporate
	representative.
	5

Proxy	Includes attorney.
Redemption Date	Any date as determined by the Directors in their
	absolute discretion on which shares will be redeemed in
	accordance with these Articles.
Redemption Price	The Net Asset Value per share (i.e. the Net Asset Value
	divided by the number of Ordinary Shares in issue at the
	relevant time and expressed in Sterling) as at the
	Calculation Date less the costs of redemption.
Register or Register of Members	The register of Members kept pursuant to the
	Companies Law which shall, unless the context
	otherwise requires, include the register required to be
	kept by the Company under the Regulations and the
	Rules in respect of Company shares held in
	Uncertificated Form.
Regulations	The Uncertificated Securities (Guernsey) Regulations
	2009 (as amended from time to time).
Relevant Electronic Address	Shall have the meaning ascribed to it by the Companies
	Law.
RIS	A regulatory information service that is approved by the
	Financial Conduct Authority as meeting the primary
	information provider criteria and that is on the list of
	regulatory information service providers maintained by
	the Financial Conduct Authority.
Rules	The rules, including any manuals, issued from time to
	time, by an Authorised Operator governing the
	admission of securities to and the operation of the
	Uncertificated System managed by such Authorised
	Operator.
Secretary	Any person appointed to perform any of the duties of
	secretary of the Company (including an assistant,
	deputy or temporary secretary) and in the event of two
	or more persons being appointed as joint secretaries
	any one or more of the persons so appointed.
shares	Shares of any class in the capital of the Company as well
	6