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ESKEN LIMITED

AGM Information Aug 30, 2023

5145_dva_2023-08-30_67baa059-5679-474f-8cfc-f30f3bb38a94.pdf

AGM Information

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At the annual general meeting of the Company, duly convened and held on 30 August 2023, the following ordinary resolution was duly passed:

ORDINARY RESOLUTION

Ordinary Resolution 11

To consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution:

"THAT, for the purposes of article 4.4 of the Articles of Incorporation, the Directors of the Company be and they are hereby generally and unconditionally outhorised to exercise all or any of the powers of the Company to issue Ordinary Shores in the Company or to grant rights to subscribe for, or to convert any security into, Ordinory Shares in the Compony:

  • (a) up to an aggregate nominal amount of £34,177,891.30 to such persons at such times;
  • b) up to on aggregate nominal amount of f68,355,782.60 (including within such limit any Ordinary Shares granted under paragraph (a) above) in connection with an offer by way ofa rights issue to:
  • the holders of Ordinary Shares in proportion as nearly as practicable to their respective holdings of such shares; and
  • the holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors moy otherwise consider necessory or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any teritory or any other matter, ond generally on such terms and conditions as the Directors may determine (subject always to the Articles of Incorporotion), provided that this authority shal, unless previousiy renewed, varied or revoked by the Compony in general meeting, expire ot the conclusion of the next annual general meeting of the Compony or ot close of business on 30O November 2024 (if earlier) save that the Directors of the Compony moy, before the expiry of such period, make offer or agreement which would or might require Ordinaory Shares to be issued, or rights to subscribe for or to convert ony security into Ordinary Shares to be gronted, after the expiry of such period and the Directors of the Compony may issue Ordinary Shores ond grant rights in pursuance of such offer or agreement os if the authority conferred by this resolution had not expired."

By Order of the Board

Executive Chairman

For and on behalf of Esken Limited Date: 30 August 2023

At the annual general meeting of the Company, duly convened and held on 30 August 2023, the following ordinary resolution was duly passed:

SPECIAL RESOLUTION

Special Resolution 12

To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution

"THAT, sUbject to the possing of Resolution 11, the Directors of the Compony be ond are hereby generally and unconditionally authorised to issue equity securities (as defined in the Articles of Incorporation) for cash, under the authority given by Resolution 12, and/or to sell Ordinary Shares held by the Company as treasury shores for cash, as if article 5.2 of the Articles of lncorporation did not apply to any such issue or sale, provided that this power shall be limited to:

  • (a) the issue of equity securities in connection with a rights issue or any other pre-emptive offer to:
  • the holders of Ordinary Shares in proportion as nearly as practicable to their respective holdings of such shores; and
  • the holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors may otherwise consider necessory or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) the issue of equity securities or sale of treasury shares otherwise than pursuant to paragraph (a) above up to an aggregote nominal amount of £5, 126,683.70,

and such power shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next onnual general meeting of the Company or at close of business on 30 November 2024 (if earlier) save thot the Directors of the Company may, before the expiry of such period, make an offer or agreement which would or might require equity securities to be issued and treasury shares to be sold after the expiry of such period and the Directors of the Company may issue equity securities and sell treasury shares in pursuance of such offer or agreement as if such power had not expired."

By rder of the Board

Executive Chairman For and on behalf of Esken Limited Date: 30 August 2023

At the annual general meeting of the Company, duly convened and held on 30 August 2023, the following ordinary resolution was duly passed:

SPECIAL RESOLUTION

Special Resolution 13

To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:

"THAT, Subject to the passing of Resolutions 1l and 12, the Directors of the Company be and are hereby generally and unconditionally authorised to issue equity securities (as defined in the Articles of Incorporation) for cash, under the authority given by Resolution 11, and/or to sell Ordinary Shares held by the Company as treasury shares for cash, as if article 5.2 of the Articles of Incorporation did not apply to any such issue or sale, provided thot:

  • (a) this power shall be limited to the issue of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £5, 126,683. 70; and
  • (b) the issue of equity securities or sale of treasury shares for cash is for the purposes of financing (or refinancing, if the power is used within six months of the original transaction) a transaction which the Directors of the Company determine to be an acquisition of other capital investment ofa kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

and such power shall, unless previously renewed, varied or revoked by the Compony in general meeting, expire at the conclusion of the next annual general meeting of the Compony or at close of business on 30 November 2024 (if earlier) save thot the Directors of the Compony may, before the expiry of such period, make an offer or agreement which would or might require equity securities to be issued and treasury shares to be sold after the expiry of such period and the Directors of the Company may issue equity securities and sell treasury shares in pursuance of such offer or agreement as if such power had not expired."

By Order of the Board

Executive Chairman

For and on behalf of Esken Limited Date: 30 August 2023

At the annual general meeting of the Company, duly convened and held on 30 August 2023, the fllowing ordinary resolution was duly passed:

SPECIAL RESOLUTION

Special Resolution 14

To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:

"THAT in accordonce with the Companies (Guernsey) Law, 2008 as amended, and in substitution for all existing authorities, the Company be, and hereby is generally, and unconditionally authorised to make one or more market acquisitions as defined in section 316 of the Companies (Guernsey) Law, 2008 of its Ordinary Shares on such terms and in such manner as the Directors may determine, provided that:

  • (a) the maximum aggregate number of Ordinary Shares hereby authorised to be acquired does not exceed 102,533,674 Ordinary Shares;
  • pence; (o) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be 10
  • (c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of: (i) 5 per cent above the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of London Stock Exchange plc for the five business days immediately before the purchase is made; and (i) the higher of the price of the last independent trade of an Ordinary Share, and the highest independent bid as derived from the London Stock Exchange Trading System at the time of the purchase for the Ordinary Shares;
  • (d) the outhority conferred shall expire at the conclusion of the next annual general meeting of the Company or at close of business on 30 November 2024 (if earlier);
  • (e) notwithstanding paragraph (d) above, the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed wholly or partly after the expiration of such authority, and may make a purchase of Ordinary Shares pursuant to ony such controct; ond
  • (9 any Ordinary Shares bought back moy be held as treosury shares in accordance with the Companies (Guernsey) Law, 2008 or be subsequently cancelled by the Company."

By Qrder pf the Board

Executive Chairman For and on behalf of Esken Limited Date: 30 August 2023

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