JPMorgan Global Growth & Income : JGGI- Amended Articles of Association

Company No. 00024299

JPMORGAN GLOBAL GROWTH & INCOME PLC

Incorporated on 21 April 1887

ARTICLES OF ASSOCIATION

(Adopted by Special Resolution passed on 16 December 2022)

ARTICLES OF ASSOCIATION

of

JPMORGAN GLOBAL GROWTH & INCOME PLC

(the "Company")

(adopted by special resolution passed on 16 December 2022)

PRELIMINARY

Definitions

1. (1) In these articles the following words bear the following meanings:

"2018 Loan Notes" means the £30 million 2.93 per cent. senior secured notes due 2048 issued by the Company pursuant to the 2018 Note Purchase Agreement;

"2018 Note Purchase Agreement" means the note purchase agreement, dated 9 January 2018, among the Company and the Purchasers (as defined therein) (as amended and supplemented on 31 August 2022, and as may be further amended, restated and/or supplemented from time to time) pursuant to which the Company issued the 2018 Loan Notes;

"2021 Loan Notes" means the £20 million 2021 Series A Loan Notes together with any Additional 2021 Loan Notes issued by the Company pursuant to the 2021 Note Purchase Agreement;

"2021 Note Purchase Agreement" means the note purchase and private shelf agreement, dated 12 March 2021, among the Company and the Purchasers (as defined therein) (as amended and supplemented on or about 31 August 2022, and as may be further amended, restated and/or supplemented from time to time) pursuant to which the Company issued the 2021 Series A Loan Notes and pursuant to which the Company may issue Additional 2021 Loan Notes from time to time;

"2021 Series A Loan Notes" means the £20 million 2.36 per cent. senior unsecured notes, Series A, due 2036 issued by the Company pursuant to the 2021 Note Purchase Agreement;

"Acts" means the Companies Acts (as defined in section 2 of the Companies Act 2006) in so far as they apply to the Company;

"Additional 2021 Loan Notes" means any additional senior notes issued pursuant to the terms of the 2021 Note Purchase Agreement after 31 August 2022 in an aggregate principal amount outstanding up to the Available Facility Amount (as defined in the 2021 Note Purchase Agreement);

"AIFM" means the alternative investment fund manager of the Company as appointed from time to time;

"articles" means the articles of association of the Company;

"Auditors" means the auditors from time-to-time of the Company or, in the case of joint auditors, any one of them;

"Board" means the board of directors from time to time of the Company or the directors present at a meeting of the directors at which a quorum is present;

"Bonds" means the Company's £150 million 5.75 per cent. secured bonds due 17 April 2030;

"C Share Surplus" means, in relation to any tranche of C Shares, the net assets of the Company attributable to the holders of C Shares of that tranche (including, for the avoidance of doubt, any income and/or revenue arising from or relating to such assets) less such proportion of the Company's liabilities (including the fees and expenses of the liquidation or return of capital (as the case may be)) as the directors or the liquidator (as the case may be) shall fairly allocate to the assets of the Company attributable to such holders and for such purposes no proportion of the liabilities represented by the Bonds or the Notes shall be allocated to any tranche of C Shares;

"C Shareholder" means a holder of C Shares;

"C Shares" means redeemable C Shares of £0.50 each in the capital of the Company carrying the rights set out in articles 6(1) to 6(10) (inclusive) below;

"clear days" means in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

"Common Reporting Standard" means the OECD Common Reporting Standard, or any similar or successor information standard or legislation or any information standard or legislation developed or made by any other jurisdiction in connection with it, including, without limitation, the UK International Tax Compliance Regulations 2015 and any orders, regulations or other subordinate legislation made thereunder;

"Conversion" means, in relation to any tranche of C Shares, conversion of the C Shares of that tranche into New Ordinary Shares and Deferred Shares in accordance with article 6(10) below;

"Conversion Calculation Date" means, in relation to any tranche of C Shares, the earliest of:

1. close of business on a business day to be determined by the directors and falling on or after the day on which the directors announce that the assets attributable to the holders of that tranche of C Shares are invested in accordance with the investment policy applicable to the Ordinary Shares in