Company No 08401609
The Companies Act 2006
Public Company Limited by shares
Ordinary and Special Resolutions of
HEMOGENYX PHARMACEUTICALS PLC
At the Annual General Meeting of the above-named Company duly convened and held on the 30th June 2023 the following resolutions were passed:
Ordinary Resolution
- To authorise the board of directors (the "Board" or the "Directors"), generally and unconditionally for the purpose of section 551 of the U.K. Companies Act 2006 (the "Companies 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 ("Rights") up to £2,283,998.64 in nominal value of ordinary shares of £0.01 each in the capital of the Company provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the earlier of the date falling 15 months from the date of the passing of this Resolution or the conclusion of the Company's next annual general meeting, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted and the Directors may allot shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired.
All previous authorities conferred upon the Directors to allot shares in the Company or to grant Rights are revoked subject to any allotment, offer or agreement which would or might require equity securities or other securities to be allotted after the expiry of such period already made pursuant thereto and without prejudice to any allotment of the shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.
Special Resolutions
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To authorise the Directors, subject to the passing of Resolution 8, and in accordance with the power conferred on the Directors by the Company's articles of association, to allot equity securities (as defined in the Companies 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 Companies Act did not apply to any such allotment or sale, provided that such authority shall be limited to:
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a) the allotment of equity securities in connection with an offer or issue of equity securities to or in favour of (i) holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings and (ii) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities; and
- b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to Resolution 8.1 above) up to an aggregate nominal amount of £2,283,998.64 in each case, including any arrangements in connection with any issue of equity securities as they deem necessary or expedient (a) to deal with equity securities representing fractional entitlements, (b) to deal with legal or practical problems in the laws of any territory, or (c) the requirements of any regulatory body, on the basis that this authority shall apply until (unless previously renewed, varied or revoked by the Company at a general meeting) the earlier of the date falling 15 months from the date of the passing of this Resolution or the conclusion of the Company's next annual general meeting, save that the Company shall be entitled to make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold pursuant to Resolutions 6(a) and 6(b) before the expiry of its power to do so, and the Directors shall be entitled to issue or sell from treasury the equity securities pursuant to any such offer or agreement after that expiry date.
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- That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice during the period from the date of the passing of this resolution 10 until the conclusion of the next Annual General Meeting of the Company.
Company Secretary HEMOGENYX PHARMACEUTICALS PLC