ESKEN LIMITED

AGM Information • Jun 25, 2020

---

title: "[\u00b7 ] LIMITED"
author: "Jinder kang"
date: 2020-06-25 10:18:00+00:00
processor: python-docx+mammoth
status: success

---

Company Number: 39117

Resolutions of Stobart Group Limited

(Company)

(Passed on 25 June 2020)

At the general meeting of the Company, duly convened and held on 25 June 2020, the following ordinary and special resolutions, which were special business, were duly passed:

ORDINARY RESOLUTION 1

To consider and, if thought fit, pass the following resolution which will be proposed as an ordinary resolution:

“THAT, subject to and conditional upon the passing of Resolutions 2, 3, 4 and 5, in accordance with the Companies Law and article 37 of the Articles, the share capital of the Company be increased to £63,000,001 divided into 630,000,000 Shares and 1,000 Deferred Shares having the rights described in the Articles.”

ORDINARY RESOLUTION 2

To consider and, if thought fit, pass the following resolution which will be proposed as an ordinary resolution:

“THAT, subject to and conditional upon the passing of Resolutions 1, 3, 4 and 5:

(a) the terms of the Capital Raise be and are hereby approved and the Directors of the Company be and are hereby directed to implement the Capital Raise on the basis described in the combined circular and prospectus published by the Company on the date hereof and are generally and unconditionally authorised to exercise all or any of the powers of the Company to the extent necessary to implement the Capital Raise; and

(b) for the purposes of article 7(1) of the Articles and in addition to all existing authorities, the Directors of the Company be and are hereby generally and unconditionally authorised to exercise all or any of the powers of the Company to issue Shares in the Company or to grant rights to subscribe for, or to convert any security into, Shares in the Company up to an aggregate nominal amount of £25,000,000 pursuant to or in connection with the Capital Raise, provided that this authority shall, unless renewed, varied or revoked by the Company in general meeting, expire at the close of the next annual general meeting of the Company after the date on which this resolution is passed, save that the Directors of the Company may, before the expiry of such period, make an offer or agreement in connection with the Capital Raise which would or might require Shares to be issued, or rights to subscribe for or to convert any security into Shares to be granted, after the expiry of such period and the Directors of the Company may issue Shares and grant rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.”

SPECIAL RESOLUTION 3

To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:

“THAT, subject to and conditional upon the passing of Resolutions 1, 2, 4 and 5, and in addition to all existing authorities, the Directors of the Company be and are hereby generally and unconditionally authorised to issue equity securities (as defined in the Articles) for cash, under the authority given by Resolution 2, as if article 7(2)(b) of the Articles did not apply to any such issue, provided that this power shall be limited to the issue of equity securities under the authority given by Resolution 2 up to an aggregate nominal amount of £25,000,000, and such power shall, unless renewed, varied or revoked by the Company in general meeting, expire at the close of the next annual general meeting of the Company after the date on which this resolution is passed, save that the Directors of the Company may, before the expiry of such period, make an offer or agreement in connection with the Capital 297 Raise which would or might require equity securities to be issued after the expiry of such period and the Directors of the Company may issue equity securities in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.”

ORDINARY RESOLUTION 4

To consider and, if thought fit, pass the following resolution which will be proposed as an ordinary resolution:

“THAT, subject to and conditional upon the passing of Resolutions 1, 2, 3 and 5, the issue of up to 250,000,000 Shares for cash at a price of 40 pence per share (which represents a discount of greater than 10 per cent. to the middle market price of the Shares as at 4 June 2020, being the last closing price prior to announcement of the Capital Raise) and otherwise on the terms set out in the combined circular and prospectus published by the Company be and is hereby approved.”

ORDINARY RESOLUTION 5

To consider and, if thought fit, pass the following resolution which will be proposed as an ordinary resolution:

“THAT, subject to and conditional upon the passing of Resolutions 1, 2, 3 and 4, the issue to Toscafund Asset Management of up to 82,500,000 Shares pursuant to the Firm Placing and Placing, which constitutes a related party transaction pursuant to the Listing Rules by reason of Toscafund Asset Management being a related party because it is a substantial shareholder in the Company (being a party which is entitled to exercise control of 10 per cent. or more of the votes able to be cast on all or substantially all of the matters at general meetings of the Company), be and is hereby approved.”

By Order of the Board

Louise Brace

Company Secretary

Stobart Group Limited

25 June 2020

Registered office:

PO Box 286

Floor 2

Trafalgar Court

Les Banques

St Peter Port

Guernsey GY1 4LY