POD POINT GROUP HOLDINGS PLC

AGM Information • Jun 15, 2022

---

date: 2022-06-15 08:26:00+00:00
processor: python-docx+mammoth
status: success

---

POD POINT GROUP HOLDINGS PLC

(the ‘Company’)

Special Business Resolutions passed at the 2022 Annual General Meeting

At the annual general meeting of the Company held on Tuesday, 14 June 2022, the following special business resolutions were passed:

ORDINARY RESOLUTION

Resolution 16 – Political donations:

1. THAT the Company and any company which is a subsidiary of the Company at the time this resolution is passed or becomes a subsidiary of the Company at any time during the period for which this resolution has effect be generally authorised to:

2. make donations to political parties and independent election candidates not exceeding £25,000 in total;

3. make donations to political organisations other than political parties not exceeding £25,000 in total; and
4. incur political expenditure not exceeding £25,000 in total,

provided that the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed £25,00.  This authority shall expire at the close of the next annual general meeting of the Company or on 14 September 2023 (whichever is earlier).  Words and expressions used in this resolution that are defined for the purpose of Part 14 of the Act shall have the same meaning for the purpose of this resolution.

Resolution 17 – Directors authority to allot shares:

1. THAT, the Directors of the Company be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the ‘Act’) 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 up to an aggregate nominal amount of £51,317.51, such authority to apply in substitution for all previous authorities granted pursuant to section 551 of the Act without prejudice to the continuing authority of the directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offeror agreement was made, and provided that this authority shall expire at the end of the next annual general meeting of the Company or at 6.00 p.m. on 14 September 2023, whichever is the earlier, save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired.

SPECIAL RESOLUTIONS

Resolution 18 – Authority to purchase own shares

1. THAT, the Company be and is hereby generally and unconditionally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of Ordinary Shares in the capital of the Company, provided that:

(a) the maximum number of Ordinary Shares that may be purchased is 15,395,253;

(b) the minimum price (exclusive of expenses) that may be paid for an Ordinary Share shall be not less than the nominal value of such share;

(c) the maximum price (exclusive of expenses) to be paid for each Ordinary Share shall be the higher of (i) an amount equal to 5% above the average of the middle market quotation for the Company’s Ordinary Shares as derived from the London Stock Exchange’s Daily Official List for the five business days’ prior to the day on which such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out;

(d) this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at 6.00 p.m. on 14 September 2023, unless such authority is previously renewed, varied or revoked by the Company in a general meeting; and

(e) the Company may enter into a contract to purchase its Ordinary Shares under this authority prior to its expiry, which will or may be executed wholly or partly after such expiry.

Resolution 19 – Notice of General Meetings

1. THAT, a general meeting of the Company other than an annual general meeting, may be called on not less than 14 clear days’ notice, provided that facilities are available to shareholders to vote by electronic means for meetings called at such notice.