date: 1900-01-01 00:00:00+00:00
THAT:
subject to the passing of Resolutions 2, 3, 4, 5 and 6, the proposed Combination of Honeycomb and Pollen Street Capital Holdings Limited, substantially on the terms and subject to the conditions set out in the Share Purchase Agreement and the associated and ancillary arrangements described in the Share Purchase Agreement and the Circular (including consent to the assignment of the PSCUS Sub-manager Agreement as required under the Advisers Act), be and are hereby approved; and
the directors of Honeycomb (the ‘‘Honeycomb Directors’’) (or any duly constituted committee thereof) be and are hereby authorised to take all necessary or appropriate steps and to do all necessary or appropriate things to implement, complete or to procure the implementation or completion of the Combination and give effect thereto with such modifications, variations, revisions, waivers or amendments (not being modifications, variations, revisions, waivers or amendments of a material nature) that the Honeycomb Directors (or any duly authorised committee thereof) may deem necessary, expedient or appropriate in connection with the Combination (including any reduction in the consideration payable under the Share Purchase Agreement that may be agreed with the Pollen Street Shareholders from time to time and that the Honeycomb Directors (or any duly authorised committee thereof) may deem necessary, expedient or appropriate to deal with fractional entitlements, legal or practical problems arising in any overseas territory or any other matter whatsoever).
THAT the Honeycomb Directors be generally and unconditionally authorised, in addition to all subsisting authorities, to exercise all the powers of the Company to allot ordinary shares of £0.01 each in the capital of the Company (“Ordinary Shares”), and to grant rights to subscribe for or to convert any security into Ordinary Shares up to an aggregate nominal amount of £294,726.63 in connection with the Combination, such power to apply until 31 December 2022 unless previously renewed, varied or revoked by the Company in a general meeting, but in each case, during this period, the Company may make offers, and enter into agreements which would, or might, require Ordinary Shares to be allotted or rights to subscribe for or convert securities into Ordinary Shares to be granted after the authority ends and the Honeycomb Directors may allot Ordinary Shares or grant rights to subscribe for or convert securities into Ordinary Shares under any such offer or agreement as if the authority had not ended.
the investment policy set out in Part 1 (Combined Group Investment Policy) of Appendix 1 (Investment Policies) to the Circular, a copy of which has been produced to the meeting and signed by the Chairman for the purposes of identification, be and is hereby adopted as the investment policy of the Company to the exclusion of all previous investment policies of the Company;
the directors’ remuneration policy as set out in Appendix 2 (Directors Remuneration Policy) to the Circular, be and is hereby adopted as the directors’ remuneration policy of the Company;
the rules of the Honeycomb Long-Term Incentive Plan 2022 (the “LTIP”), produced in draft to the General Meeting (the principal terms of which are summarised in Appendix 3 (Honeycomb Share Plan Summaries) to the Circular), be and are hereby approved, and that the Honeycomb Directors be authorised to:
make such modifications to the LTIP they may consider appropriate to take account of the requirements of best practice and for the implementation of the LTIP and to adopt the LTIP as so modified and to do all such other acts and things as they may consider appropriate to implement the LTIP;
establish further plans based on the LTIP but modified to take account of local tax, exchange control or securities laws in any jurisdiction, including the implementation of an HMRC approved company share option plan in which all employees can participate, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the LTIP; and
the rules of the Honeycomb Deferred Bonus Plan 2022 (the “DBP”), produced in draft to the General Meeting (the principal terms of which are summarised in Appendix 3 (Honeycomb Share Plan Summaries) to the Circular), be and are hereby approved, and that the Honeycomb Directors be authorised to:
make such modifications to the DBP they may consider appropriate to take account of the requirements of best practice and for the implementation of the DBP and to adopt the DBP as so modified and to do all such other acts and things as they may consider appropriate to implement the DBP; and
establish further plans based on the DBP but modified to take account of local tax, exchange control or securities laws in any jurisdiction, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the DBP.
THAT the aggregate cap on Director’s fees of £250,000 per annum, as set out in Article 97 of the Articles of Association, be hereby increased to an amount equal to £750,000 per annum.
THAT the waiver granted by The Panel on Takeovers and Mergers of any obligation which may otherwise arise pursuant to Rule 9 of The Takeover Code on Takeovers and Mergers for any of the members of the Concert Party, both individually and collectively, to make a general offer to the other shareholders for all the issued ordinary shares in the capital of the Combined Group as a result of:
the Combination and the issue of the Consideration Shares to the members of the Concert Party; and/or
the exercise of any share buyback by Honeycomb pursuant to the Existing Buyback Authority,
be and is hereby approved.
THAT each of the Related Party Transactions between the Company and, respectively, CC Hive LP, Lindsey McMurray, Matthew Potter, Michael England, Ian Gascoigne, Howard Garland and Julian Dale pursuant to the Share Purchase Agreement and Management Incentive Plan (each as defined in the Circular) be and are hereby approved, with any changes as are permitted in accordance with Resolution 1(B) above.
Company Number: 09899024
The Companies Act 2006
Resolutions of Honeycomb Investment Trust plc
Passed on 1 June 2022
At a general meeting of Honeycomb Investment Trust plc (the “Company”) duly convened and held on 1 June 2022 at 10.00 am at Slaughter and May, One Bunhill Row, London EC1Y 8YY, the following resolutions were duly passed as ordinary resolutions.
Capitalised terms used in these resolutions but not otherwise defined shall have the meaning given to such terms in the circular to the shareholders of the Company dated 10 May 2022 (the “Circular”).
Independent Shareholders:
Shareholders other than related parties of Honeycomb and their associates (each as defined in chapter 11 of the Listing Rules):