GRESHAM TECHNOLOGIES PLC

AGM Information • May 24, 2023

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author: Alma PR
date: 2023-05-22 08:16:00+00:00

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24 May 2023

Gresham Technologies plc

Resolutions Passed at Annual General Meeting 23 May 2023

The following is a copy of the resolutions that were passed at the Annual General Meeting of Gresham Technologies plc (LSE: "GHT", "Gresham", "Company" or the "Group"), held on 23 May 2023. All resolutions were duly passed by shareholders by means of a poll vote.

Ordinary resolutions

To receive the Company’s financial statements together with the reports of the directors and the auditor for the year ended 31 December 2022.

To declare a final dividend of 0.75 pence per ordinary share of the Company in respect of the year ended 31 December 2022.

To approve the directors’ remuneration report for the year ended 31 December 2022.

To approve the directors’ remuneration policy applicable for the period commencing 1 January 2023.

To re-appoint BDO LLP as auditor of the Company to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which the accounts are laid before members.

To authorise the directors to agree the remuneration of the auditor of the Company.

To re-elect Peter Simmonds as a director.

To re-elect Jennifer Knott as a director.

To re-elect Ruth Wandhöfer as a director.

To re-elect Andrew Balchin as a director.

To re-elect Ian Manocha as a director.

To re-elect Thomas Mullan as a director.

To generally and unconditionally authorise the directors for the purposes of section 551 of the Companies Act 2006 (the “Act”) to allot shares (or to grant rights to subscribe for or to convert any security into shares) in the Company:

(a) up to a maximum nominal amount of £1,390,824 (such amount to be reduced by the nominal amount (if any) allotted or granted under paragraph (b) below in excess of such amount); and

(b) comprising equity securities (as defined in section 560(1) of the Act) up to a maximum nominal amount of £2,781,648 (such amount also to be reduced by any allotments or grants made under paragraph (a) above) where such securities have been offered by way of a rights issue to holders of ordinary shares in proportion (as nearly as practicable) to their existing holdings of shares on the record date for such allotment, but subject to the directors having a right to make such exclusions or other arrangements in connection with the offer as they consider necessary or appropriate to deal with treasury shares, equity securities representing fractional entitlements, record dates and/or legal, regulatory or practical difficulties arising under the laws of, or the requirements of any recognised regulatory body or stock exchange in, any territory or any other matter whatsoever.

Such authorities, unless previously renewed, extended, varied or revoked by the Company in general meeting, shall both expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company to be held in 2024, provided that the Company may, prior to the expiry of such period, make an offer or agreement which would or might require shares in the Company to be allotted or rights to be granted after such expiry and the directors may allot shares, or grant rights to subscribe for or to convert any security into shares, pursuant to such offer or agreement notwithstanding the expiry of the authority given by this resolution.

Special resolutions

To generally empower the directors of the Company pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of the Act) which are the subject of the authority granted by resolution 13 above, and/or to sell ordinary shares held by the Company as treasury shares, for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, such authority being limited to:

(a) the allotment of equity securities or sale of treasury shares for cash in connection with or pursuant to an offer of, or invitation to acquire, such securities (but in the case of the authorisation granted under resolution 13(b) above, by way of a rights issue only) to holders of ordinary shares in proportion (as nearly as practicable) to their existing holdings of shares on the record date for such allotment, but subject to the directors having a right to make such exclusions or other arrangements in connection with the offer as they consider necessary or appropriate to deal with treasury shares, equity securities representing fractional entitlements, record dates and/or legal, regulatory or practical difficulties arising under the laws of, or the requirements of any recognised regulatory body or stock exchange in, any territory or any other matter whatsoever;

(b) the allotment of equity securities or sale of treasury shares under resolution 13(a) above up to a maximum nominal amount of £417,247 otherwise than pursuant to paragraph (a) above; and

(c) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) or paragraph (b) above) up to a maximum nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares made 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 directors determine 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 Financial Reporting Council's Pre-Emption Group prior to the date of this notice.

The power conferred hereby shall, unless previously renewed, extended, varied or revoked by special resolution of the Company in general meeting, expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company to be held in 2024, provided that the Company may, prior to the expiry of such authority, make an offer or agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after the expiry thereof and the directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement notwithstanding the expiry of the authority given by this resolution.

Subject to the passing of resolution 13 above, the directors of the Company be authorised, in addition to any authority granted under resolution 14, to allot equity securities (as defined in section 560(1) of the Act) 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(1) of the Act did not apply to any such allotment or sale, such authority being limited to:

(a) the allotment of equity securities or sale of treasury shares up to a maximum nominal amount of £417,247, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the directors determine to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Financial Reporting Council's Pre-Emption Group prior to the date of this notice; or

(b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) above) up to a maximum nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares made 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 directors determine 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 Financial Reporting Council's Pre-Emption Group prior to the date of this notice.

The power conferred hereby shall, unless previously renewed, extended, varied or revoked by special resolution of the Company in general meeting, expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company to be held in 2024, provided that the Company may, prior to the expiry of such authority, make an offer or agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after the expiry thereof and the directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement notwithstanding the expiry of the authority given by this resolution.

To generally and unconditionally authorise the Company for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 5 pence each in the capital of the Company provided that:

(a) the maximum aggregate number of ordinary shares authorised to be purchased is 8,344,945;

(b) the minimum price (excluding expenses) which may be paid for an ordinary share is 5 pence;

(c) the maximum price (excluding expenses) which may be paid for an ordinary share is the highest of (i) an amount equal to 105% of the average of the middle-market quotations for an ordinary share in the Company, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out; and

(d) this authority shall expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company to be held in 2024 provided that the Company may enter into a contract to purchase ordinary shares before the expiry of the authority granted by this resolution, which will or may be executed wholly or partly after the expiry of the authority, and purchase ordinary shares in pursuance of any such contract.

To authorise the Company to call general meetings (other than an Annual General Meeting) on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2024.

Voting Results

Annual General Meeting 23 May 2023

All resolutions set out in the Notice of Annual General Meeting (“AGM”) dated 3 April 2023 were duly passed by shareholders by means of a poll vote at the AGM held on 23 May 2023. The results of the poll for each resolution are set out below.

Notes

The full text of each of the resolutions is contained in the Notice of Annual General Meeting dated 3 April 2023, which is available on the Company’s website at https://www.greshamtech.com

Proxy appointments which gave discretion to the Chair of the AGM have been included in the “For” total for the appropriate resolution.

A “Withheld” vote is not a bote in law and is not counted in the calculation of the proportion of the votes cast “For” or “Against” a resolution.

The proportion of “Total % Instructed” is the total of votes instructed for that resolution (i.e. the total votes “For”, “Against” and “Withheld” for that resolution) expressed as a percentage of the issued share capital.

The issued share capital of the Company as at 23 May 2023 was 83,644,458 ordinary shares of 5p each. No shares are held in treasury.

No.	Resolution	Votes For	% For	Votes Against	% Against	Votes Withheld	% Withheld	Total % Instructed
01	Financial Statements and Reports	60,861,654	100.00%	0	0.00%	324	0.00%	72.76%
02	Final Dividend	60,861,654	100.00%	0	0.00%	324	0.00%	72.76%
03	Remuneration Report	55,858,432	91.78%	4,999,981	8.21%	3,565	0.01%	72.76%
04	Remuneration Policy	60,806,425	99.91%	51,988	0.09%	3,565	0.01%	72.76%
05	BDO LLP	60,858,654	99.99%	3,000	0.00%	324	0.00%	72.76%
06	Remuneration of the Auditor	60,858,654	99.99%	3,000	0.00%	324	0.00%	72.76%
07	Peter Simmonds	60,854,492	99.99%	7,162	0.01%	324	0.00%	72.76%
08	Jennifer Knott	60,853,842	99.99%	7,812	0.01%	324	0.00%	72.76%
09	Ruth Wandhofer	60,854,492	99.99%	7,162	0.01%	324	0.00%	72.76%
10	Andrew Balchin	60,854,492	99.99%	7,162	0.01%	324	0.00%	72.76%
11	Ian Manocha	60,858,004	99.99%	3,650	0.01%	324	0.00%	72.76%
12	Thomas Mullan	60,858,654	99.99%	3,000	0.00%	324	0.00%	72.76%
13	Allot Shares	60,838,091	99.96%	23,563	0.04%	324	0.00%	72.76%
14	Pre-Emption Rights	60,800,437	99.90%	61,217	0.10%	324	0.00%	72.76%
15	Further Pre-Emption Rights	60,836,903	99.96%	24,751	0.04%	324	0.00%	72.76%
16	Market Purchases	60,809,103	99.91%	52,551	0.09%	324	0.00%	72.76%
17	General Meetings	60,703,128	99.74%	158,526	0.26%	324	0.00%	72.76%