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GLOBAL PORTS HOLDING PLC

AGM Information Jun 9, 2021

4977_dva_2021-06-09_5a13e722-7155-4656-8efb-d607d79b2da9.pdf

AGM Information

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THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

PRINT OF RESOLUTIONS of GLOBAL PORTS HOLDING PLC (the "Company")

(Passed on 9 June 2021)

At a general meeting of the Company duly convened and held on the above date, the following resolutions were passed as ordinary and special resolutions respectively:

ORDINARY RESOLUTION

    1. THAT, without limitation to other existing authorities, the Directors be and are generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 ('CA 2006') to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company ('Rights') pursuant to the Financing (as defined in the Explanatory Notes):
  • a. in respect of the Initial Tranche 2 Warrants (as defined in the Explanatory Notes), up to an aggregate nominal amount of GBP 30,723.08 (representing 3,072,308 Shares, which represents 4.89 % of the Company's current issued ordinary share capital as at 17 May 2021); and
  • b. in respect of the Further Warrants (as defined in the Explanatory Notes), up to an aggregate nominal amount of GBP 29,673.62 (representing 2,967,362 Shares, which represents 4.72 % of the Company's current issued ordinary share capital as at 17 May 2021),

for a period expiring at close of business on 1 December 2023, save that the Shares that are subject to the Initial Tranche 2 Warrants and Further Warrants may be issued in accordance with the Warrant Instrument (as defined in the Explanatory Notes) after such date as if the powers conferred by this Resolution 1 had not expired, provided that the Initial Tranche 2 Warrants and Further Warrants are issued prior to such date.

SPECIAL RESOLUTION

  1. THAT, without limitation to other existing authorities and subject to the passing of Resolution 1 set out in the notice of General Meeting of which this resolution forms part, the Directors be and are empowered pursuant to section 571 of the CA 2006 to create and allot to the Investor (as defined in the Explanatory Notes), pursuant to the authority conferred by Resolution 1:

  2. a. the Initial Tranche 2 Warrants (as defined in the Explanatory Notes) in accordance with the Financing (as defined in the Explanatory Notes), being warrants granting the Investor the right to subscribe for 3,072,308 Shares in the Company currently representing 4.89 % of the Company's current issued ordinary share capital as at 17 May 2021, and

  3. b. the Further Warrants (as defined in the Explanatory Notes) in accordance with the Financing (as defined in the Explanatory Notes), being warrants granting the Investor the right to subscribe for up to 2,967,362 Shares in the Company representing up to further 4.72 % of the Company's current issued ordinary share capital as at 17 May 2021,

in each case as if section 561 of CA 2006 did not apply to any such allotment, provided that the powers conferred by this Resolution 2 shall be limited to the allotment of the Shares the subject of the Initial Tranche 2 Warrants and Further Warrants pursuant to the Warrant Instrument described in this Notice of General Meeting dated 19 May 2021 and will expire at close of business on 1 December 2023, save that the Shares that are subject to the Initial Tranche 2 Warrants and Further Warrants may be issued in accordance with the Warrant Instrument after such date as if the powers conferred by this Resolution 2 had not expired, provided that the Initial Tranche 2 Warrants and Further Warrants are issued prior to such date.

………………………………………

Chairman

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