RESOLUTIONS OF FUTURE PLC
Passed on 8 February 2023
At the Annual General Meeting of the Company held on 8 February 2023 the following Resolutions were duly passed:
ORDINARY RESOLUTIONS
- $16.$ The Chair proposed that:
- the Directors be authorised, for the purposes of section 551 of the Companies $\overline{a}$ Act 2006 (the 'Act'), to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
- in accordance with article 3 of the Company's Articles of Association, $i)$ up to a maximum nominal amount of £6,042,245.91 (such amount to be reduced by the nominal amount of any equity securities (as defined in section 560 of the Act) allotted under paragraph (ii) below in excess of £12,084,491.83); and
- comprising equity securities (as defined in section 560 of the Act), up ii) to a maximum nominal amount of £12,084,491.83 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue;
- this authority shall expire at the conclusion of the next Annual General $h$ Meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 8 May 2024; and
- all previous unutilised authorities under section 551 of the Act shall cease to $\subset$ have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Act by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).
SPECIAL RESOLUTIONS
19 The Chair proposed that:
If resolution 16 is passed, the Board be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
to the allotment of equity securities in connection with a rights issue, open А. offer or other pre-emptive offer (but in the case of the authorization granted under resolution 16.a.ii, such powers shall be limited to a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them on the record date for such allotment, but subject to such exclusions or other arrangements as
the Directors may deem fit to deal with fractional entitlements, legal or practical difficulties which may arise under the laws of any overseas territory. the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depository receipts or by virtue of any other matter whatsoever:
- $B.$ to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £1,812,855.06; and
- $\mathsf{C}$ to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) or paragraph (B) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice (the "Statement of Principles"),
such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 8 May 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
20 The Chair proposed that:
If resolution 16 is passed, the Board be authorised in addition to any authority granted under resolution 19 to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:
- limited to the allotment of equity securities or sale of treasury shares up to a $\Delta$ nominal amount of £1,812,855.06 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles; and
- limited to the allotment of equity securities or sale of treasury shares $\mathsf{B}$ . otherwise than under paragraph (A) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles.
such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 8 May 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
- The Chairman proposed that, in accordance with the Company's Articles of $21$ Association, a general meeting (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.
- The Chair proposed that the amount of £472,951,225 standing to the credit of the 22 merger reserve be capitalised and applied in paying up in full at par such number of new B ordinary shares (the "B Ordinary Shares") equal to the number of Ordinary Shares in issue as at 6.30 p.m. on the Business Day immediately preceding the Business Day of the Court hearing to confirm the Reduction of Capital (the "Capital Reduction Record Time"), such B Ordinary Shares having a nominal value equal to the sum that is obtained by dividing the number of B Ordinary Shares to be issued as set out above into £472,951,225, as shall be required to effect such capitalisation, and the directors of the Company be and are hereby authorised for the purposes of section 551 of the Companies Act 2006 (the "Companies Act") to allot and issue all of the B Ordinary Shares thereby created to such members of the Company as the directors of the Company shall in their absolute discretion determine upon terms that they are paid up in full by such capitalisation, and such authority shall for the purposes of section 551 of the Companies Act expire on the conclusion of the next annual general meeting of the Company, or, if earlier, 7 February 2024.
- The Chair proposed that the B Ordinary Shares created and issued pursuant to 23 resolution 22 above shall have the following rights and restrictions: (a) the holder(s) of the B Ordinary Shares shall have no right to receive any dividend or other distribution whether of capital or income; (b) the holder(s) of the B Ordinary Shares shall have no right to receive notice of or to attend or vote at any general meeting of the Company; (c) the holder(s) of the B Ordinary Shares shall on a return of capital in a liquidation, but not otherwise, be entitled to receive the nominal amount of each such share but only after the holder of each Ordinary Share shall have received the amount paid up or credited as paid up on such a share and the holder(s) of the B Ordinary Shares shall not be entitled to any further participation in the assets or profits of the Company; (d) a reduction by the Company of the capital paid up or credited as paid up on the B Ordinary Shares and the cancellation of such shares will be treated as being in accordance with the rights attaching to the B Ordinary Shares and will not involve a variation of such rights for any purpose. The Company will be authorised at any time without obtaining the consent of the holder(s) of the B Ordinary Shares to reduce its capital in accordance with the Companies Act; and (e) the Company shall have irrevocable authority at any time after the allotment or issue of the B Ordinary Shares to appoint any person to execute on behalf of the holders of such shares a transfer thereof and/or an agreement to transfer the same without making any payment to the holders thereof to such person or persons as the Company may determine and, in accordance with the provisions of the Companies Act, to purchase or cancel such shares without making any payment to or obtaining the sanction of the holders thereof and pending such a transfer and/or purchase and/or cancellation to retain the certificates, if any, in respect thereof, provided also that the Company may in accordance with the provisions of the Companies Act purchase all but not some only of the B Ordinary Shares then in issue at a price not exceeding £1.00 for all the B Ordinary Shares.
- The Chair proposed that subject to the B Ordinary Shares having been allotted 24 and issued, and subject to the confirmation of the Companies Court, London (the "Court"), the capital of the Company be reduced by cancelling and extinguishing the B Ordinary Shares allotted and issued pursuant to resolution 23 above and the amount of such reduction be and is hereby credited to the reserves of the Company.
The Chair proposed that subject to the confirmation of the Court, the share
premium account of the Company be and is hereby cancelled and the amount of 25 such reduction be and is hereby credited to the reserves of the Company. J.
Huntzlew
Director