BIOPHARMA CREDIT PLC

Pre-Annual General Meeting Information • Jun 30, 2020

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author: Roach, Daniel (Link Asset Services)
date: 2019-06-12 10:50:00+00:00

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Registration number: 10443190

NOTICE OF SPECIAL BUSINESS

OF

BIOPHARMA CREDIT PLC

PASSED ON 25 JUNE 2020

At the Annual General Meeting of the above-named Company, duly convened and held at 2 p.m. on 25 June 2020 at The Barn, East Shefford, Berks RG17 7EF the following Resolutions 11 and 12 were passed as special resolutions.

Resolution 11 (Special Resolution)

THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares of $0.01 on such terms and in such manner as the Directors may from time to time determine, provided that:

the maximum number of Ordinary Shares hereby authorised to be acquired between the date of this resolution and the date of the Company’s annual general meeting to be held in 2021 shall be 205,952,416 or, if less, that number of Ordinary Shares which is equal to 14.99 per cent. of the Ordinary Shares in issue as at the passing of this resolution;

the minimum price which may be paid for any Ordinary Share is $0.01;

the maximum price which may be paid for any Ordinary Share is the higher of: (i) an amount equal to 105 per cent. of the average of the middle market quotations for such share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the higher of a) the price of the last independent trade and b) the highest current independent bid for such share on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution will be carried out;

this authority shall expire at the end of the Company’s annual general meeting to be held in 2021, unless previously renewed, varied or revoked by the Company in general meeting;

the Company may make a contract to purchase its Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which contract would or might require the Company to purchase its Ordinary Shares after such expiry and the Company shall be entitled to purchase its Ordinary Shares pursuant to any such contract as if the power conferred hereby had not expired; and

any Ordinary Shares bought back under the authority hereby granted may, at the discretion of the Directors, be cancelled or held in treasury and, if held in treasury, may be resold from treasury or cancelled at the discretion of the Directors.

Resolution 12 (Special Resolution)

THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice.