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Independent Assessors Report

20/02/25

Please find here the Independent Assessors Report of the General Meeting of 4th February 2025

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IMPORTANT LEGAL NOTICE & DISCLAIMER

Disclaimer – Legal Information

THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

The information contained herein and on the pages that follow does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. City Natural Resources Growth and Income Plc (the “Company”) has not been and will not be registered under the US Investment Company Act of 1940, as amended, and the shares referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered, sold, transferred, distributed or otherwise delivered directly or indirectly in the United States or to or for the account of any US Person (as defined in Regulation S under the US Securities Act).
The information on the pages that follow may contain forward-looking statements. Any statement other than a statement of historical fact is a forward-looking statement. Actual results may differ materially from those expressed or implied by any forward-looking statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should not place undue reliance on any forward-looking statement, which speaks only as of the date of its issuance.
Any person accessing this Website should carefully review the terms and conditions of the Website. By using this Website, you confirm that you have read, understood, and accepted these conditions. The Company may change these conditions. The changes will be posted on the Website. Your access to this Website is governed by the version of these conditions then in force.

1. Terms and Conditions
This Website is established by Tufton Investment Management Ltd (“Tufton”, “we” or “us”) on behalf of City Natural Resources Growth and Income Plc (the “Company”) and is not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) we would become subject to licence or registration regulations of the jurisdiction, or the publication or availability of the Website is prohibited. Persons in respect of whom such prohibitions apply must not access this Website.
By using this Website, you agree that you have read and accept these terms and conditions. If you do not agree, do not use this Website. The information on this Website is only for the attention of residents of jurisdictions where it can be lawfully disseminated and is not intended to constitute a solicitation of interest in respect of the acquisition of any shares or securities or the provision of investment management, advisory or other services to any person in any jurisdiction in which such solicitation is not authorised. It is your responsibility to be aware of and to observe all applicable laws and regulations for your country of residence.

2. Risk Considerations
Past performance of the Company and investments described herein cannot be relied upon as a guide to future performance. No representation or warranty, express or implied, is made regarding future performance. Opinions and/or estimates reflect a judgement at the original date of publication and are subject to change without notice. The price, value and income from any of the investments mentioned in this Website may fall as well as rise and we cannot guarantee that any capital invested will maintain or increase in value.
Users of this Website should seek independent financial advice prior to making any investment decision and no information herein shall constitute general or specific investment, legal, tax or accounting advice of any kind.

3. No Offer or Advice
Neither the information posted on, nor any opinions contained within pages of, this Website constitutes a public offer under any applicable legislation or an offer or solicitation or recommendation to buy or sell any securities or financial instruments, to effect any transactions, or to conclude any legal act of any kind whatsoever. If the information and opinions contained in this Website would be categorised as constituting a public offer under the legislation of the jurisdiction from which you wish to access the Website, you must not access the Website.
The information included in this Website has been prepared for information purposes and does not constitute any financial, investment, legal, tax or other advice or recommendation with respect to any securities or other financial instruments referred to herein, it is not tailored for any particular investor, and does not otherwise constitute, and may not be construed as, individual investment advice. You should obtain relevant and specific professional advice before making any investment decision.

4. Calculation of Performance Information
Unless otherwise indicated, fund performance figures included in this Website are net of fees and operating expenses and are unaudited.

5. Accuracy of Information
No representation, warranty or undertaking is given by us that the information contained in this Website is accurate, complete, comprehensive, or up to date, and no liability is accepted by us for such information. In particular, we shall not be obliged to remove any outdated information from this Website or to expressly mark it as outdated. In no event will we be liable to any person for any direct, indirect, special or consequential damages arising out of any use of the information contained on this Website, or on any other hyper-linked Website, including, without limitation, any lost profits, business interruption, loss of programs or data on your equipment, or otherwise, even if we are expressly advised of the possibility or likelihood of such damages. This does not exclude or restrict any duty or liability that we have under any regulatory system where to do so would breach law or regulation.

6. Stock Exchange Prices and Exchange Rates
The prices/values shown on this Website in relation to different underlying securities for the Company (if any) are based on the prices notified to the Company as the last sale price of the relevant securities on the stock exchange on which they are traded (delayed up to 20 minutes) as at the time and date shown. Neither the Company nor Tufton have verified any of the stock exchange or other information contained on this Website and it should be verified separately before relying on it. Prices and values shown on the Website may vary throughout the course of, and between, stock exchange trading days, market trading times and business days in general.

7. General Selling Restrictions
The Company's shares have not been and will not be registered under the US Securities Act of 1933, as amended, or any other applicable law of the United States. The Company has not been registered under the US Investment Company Act of 1940, as amended. Shares in the Company may not be offered, sold, transferred, distributed or otherwise delivered directly or indirectly in the United States or to or for the account of any US Person (as defined in Regulation S under the US Securities Act). Subject to certain exceptions, the securities referred to herein may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in Australia, Canada, or Japan or to any resident or citizen of Australia, Canada, or Japan. The offer and sale of the securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada, or Japan.

8. Important Information for Investors in Switzerland
Persons who access information in this Website agree to the following terms and conditions. The Company has not been registered with the Swiss Financial Market Supervisory Authority FINMA as a foreign collective investment scheme pursuant to Article 120 of the Swiss Collective Investment Schemes Act (“CISA”). Accordingly, interests in the Company may not be publicly offered in or from Switzerland, and may only be offered by way of private placements exclusively to qualified investors as defined in the CISA. This Website does not represent a prospectus as defined in Article 652a or 1156 of the Swiss Code of Obligations.

9. Important Information for Investors in the UK
In the UK, this Website is directed only at persons who (i) have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”), (ii) are high net worth companies, unincorporated associations, etc. within Article 49 FPO or (iii) are persons to whom it otherwise lawfully may be communicated (“Relevant Persons”). Any person who is not a Relevant Person should not act or rely on this Website or any of its content.

10. Important Information for Investors in the European Economic Area
In the European Economic Area, the information on this Website is not to be issued or distributed to, nor directed at, persons other than 'Qualified Investors' within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the 'EU Prospectus Regulation'). The information contained on this Website must not be accessed by, acted on, or relied on by persons in the European Economic Area who are not Qualified Investors.

11. UK Public Offer Status
The Company's shares are admitted to trading on the Main Market of the London Stock Exchange, a UK regulated market. Under the Public Offers and Admissions to Trading Regulations 2024 and the FCA's related prospectus rules, which took effect on 19 January 2026, an offer of securities already admitted to trading on a regulated market is generally exempt from the UK public offer prohibition. Accordingly, information on this Website relating to the Company's shares is not restricted under the UK public offer regime on this basis. This is separate from, and does not affect, the Financial Promotion restrictions applying to UK investors set out in section 9 above.

12. Important Information for Investors in Hong Kong
In Hong Kong, this Website is directed only at persons who qualify as “professional investors” as defined in the Securities and Futures Ordinance (the “SFO”). None of the products described in this Website have been authorised by any regulatory authority in Hong Kong.

13. Misuse of Website
You must not misuse this Website by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to this Website, the server on which it is stored, or any server, computer or database connected to it. By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990, and we will report any such breach to the relevant law enforcement authorities. In the event of such a breach, your right to use this Website will cease immediately.

14. Copyright, Trademarks and Other Rights
We and/or our associates own the copyright in the content of this Website, unless otherwise stated. You may use the information on this Website and reproduce it in hard copy for your personal reference only. Such information may not otherwise be reproduced, distributed or transmitted to any other person or incorporated in any way into another database, document or other materials without our permission. Nothing on this Website should be considered as granting any licence or right under any trademark, copyright, or other intellectual property right of us, our associates, or any third party.

15. Hyperlinks
This Website may provide addresses or hyperlinks which lead you out of the Website. Except to the extent to which the Website refers to our own Website material, we have not reviewed any such Websites and are not responsible for the content of any other Websites or pages linked to or linking from this Website. Accessing such Websites or following such links shall be at your own risk.

16. No Waiver
Failure by us to exercise or enforce any right conferred by these terms and conditions or otherwise shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.

17. Privacy and Cookies
This Website will use a cookie to confirm that this disclaimer has been acknowledged. The cookie lasts only as long as your browser session and cannot be used to obtain any private data about you. You are not obliged to accept a cookie that we send you, and you can modify your browser so that it will not accept cookies.

18. Data Protection
Personal data collected via this Website is processed in accordance with the Company's Privacy Notice, available on this Website.

19. Severability of Provisions
Any provision of these terms of use that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these terms of use nor affect the validity or enforceability of that provision in another jurisdiction.

20. Indemnity
You shall be liable to us for any loss, liability or cost we suffer as a result of your use of the Website or any breach of these terms. You agree to indemnify, defend and hold harmless us and our agents, employees and third-party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including properly incurred legal fees) that arise from or relate to your use of the Website, your breach of these terms, or your violation of any applicable law or third party's rights.

21. Variation and Governing Law
We reserve the right to vary these terms and conditions from time to time. Your continued use of this Website means you agree to be legally bound by these terms as amended or updated. Use of this Website shall be governed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of your use of this Website.

22. Information about the Company
City Natural Resources Growth and Income Plc is a public limited company registered in England and Wales under company number 02978531 and has its registered office at Frostrow Capital LLP, 25 Southampton Buildings, London, WC2A 1AL

© City Natural Resources Growth and Income Plc Disclaimer – Legal Information

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