PALACE CAPITAL PLC

AGM Information • Aug 1, 2023

---

author: Nicola Grinham
date: 2023-07-27 09:22:00+00:00

---

The Companies Act 2006

Public Limited Company

RESOLUTIONS

of

PALACE CAPITAL PLC

Company No – 05332938

(the “Company”)

                                                     Passed on 26 July 2023

At the Annual General Meeting of the Company, duly convened and held on 26 July 2023 the following resolutions were passed.

ORDINARY RESOLUTIONS

Resolution 9.

That the Company’s new Short Term Incentive Plan (STIP), the rules of which are summarised in the Appendix to the Notice of Annual General Meeting, be approved in place of the Company’s existing Long Term Incentive Plan (LTIP).

Resolution 10.

That the new Directors Remuneration Policy, as summarised in the Appendix to the Notice of Annual General Meeting, be approved.

SPECIAL RESOLUTIONS

Resolution 11.

That the Company be, and it is hereby, generally and unconditionally authorised for the purpose of sections 693 and 701 of the Companies Act to make one or more market purchases (within the meaning of section 693(4) of the Companies Act) of Ordinary Shares upon such terms and in such manner as the Directors shall determine, provided that: (a) the maximum aggregate number of Ordinary Shares authorised to be purchased is 4,284,029 (representing approximately 10% of the Company’s total issued ordinary share capital); (b) the minimum price which may be paid for each such Ordinary Share is 10 pence (exclusive of expenses); (c) the maximum price (exclusive of expenses) which may be paid for each such Ordinary Share is an amount equal to the higher of: (i) an amount equal to 105% of the average of the closing middle market price for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately prior to the day the purchase is made; and (ii) an amount equal to 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 venue where the purchase is carried out; (d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, the expiry of a period of 15 months from the date of the passing of this resolution; and (e) the Company may make a contract to purchase Ordinary Shares under this authority prior to its expiry which will or may be executed wholly or partly after such expiry and may make a purchase of Ordinary Shares in pursuance of any such contract.

Resolution 12

That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

………………………………………….

Phil Higgins

Company Secretary