DWF GROUP PLC

AGM Information • Sep 12, 2023

THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES SPECIAL RESOLUTION of DWF Group Plc

(the "Company")

At a general meeting of the Company held at the offices of Stifel Nicolaus Europe Limited at 4th Floor 150 Cheapside, London, United Kingdom, EC2V 6ET on 12 September 2023 at 11.15 a.m., the following resolution was duly passed as a special resolution:

THAT:

• (a) for the purpose of giving effect to the scheme of arrangement dated 15 August 2023 (as may be amended or supplemented) between the Company and the holders of the Scheme Shares (as defined in the said Scheme), a print of which has been produced to the meeting and for the purposes of identification signed by the chair of the meeting, in its original form or with or subject to such modification, addition or condition agreed between the Company and Aquila Bidco Limited ("Bidco") and approved or imposed by the Court (the "Scheme"), the directors of the Company (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and
• (b) with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new Article 141:

"141. Scheme of Arrangement

• (A) In this Article, references to the "Scheme" are to the scheme of arrangement dated 15 August 2023 between the Company and the Scheme Shareholders under Part 26 of the Companies Act in its original form or with or subject to any modification, addition or condition agreed by the Company and Aquila Bidco Limited ("Bidco"), which expression includes any other name which Bidco may adopt from time to time and which the Court may approve or impose and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article.
• (B) Notwithstanding any other provision of these articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any DWF Shares or transfers any DWF Shares out of treasury (other than to Bidco, any subsidiary of Bidco or its nominee(s) (each a "Bidco Company")) on or after the Voting Record Time and prior to the Scheme Record Time, such shares shall be issued, transferred or registered subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such DWF Shares shall be bound by the Scheme accordingly.

Company number 11561594

• (C) Notwithstanding any other provision of these articles, if any shares in the Company are issued, transferred out of treasury or transferred to any person other than under the Scheme or to a Bidco Company (a "New Member") at or after the Scheme Record Time (each a "Post-Scheme Share") they will, provided that the Scheme has become Effective, be immediately issued or transferred by the New Member (or any nominee of such New Member) to Bidco (or such persons as Bidco may direct) (the "Purchaser"), who shall be obliged to acquire such Post-Scheme Shares in consideration of and conditional upon payment in cash to the New Member of an amount for each Post-Scheme Share equal to the consideration to which the New Member would have been entitled under the Scheme had such Post-Scheme Share been a Scheme Share, and no election for the Partial Securities Alternative shall be made in respect thereof.
• (D) On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under Article 141 (C) shall be adjusted by the Company in such manner as the auditors of the Company or an independent investment bank selected by the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to such shares shall, following such adjustment, be construed accordingly.
• (E) To give effect to any transfer required by this Article 141, the Company may appoint any person as attorney and/or agent for the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) to execute and deliver as transferor a form of transfer or other instrument(s) of transfer on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favour of the Purchaser or its nominee(s) and do all such other things and execute and deliver all such documents and deeds as may in the opinion of the attorney and/or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and its nominee(s) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney and/or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney and/or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by the Purchaser. The Company may give good receipt for the consideration of the Post-Scheme Shares and may register the Purchaser as holder thereof and issue to it certificate(s) for the same. The Company shall not be obliged to issue a certificate to the New Member for any Post-Scheme Shares. The Purchaser shall send a cheque drawn on a UK clearing bank in favour of the New Member (or any subsequent holder), or by any alternative method communicated by the Purchaser to the New Member, for the consideration of such Post-Scheme Shares within 14 days after the time on which the Post-Scheme Shares are issued or transferred to the New Member.
• (F) Notwithstanding any other provision of these articles, both the Company and the directors may refuse to register the transfer of any ordinary shares effected between the Scheme Record Time and the Effective Date other than to the Purchaser pursuant to the Scheme
• (G) If the Scheme shall not have become Effective by the date referred to in clause 10 (Operation of the Scheme) of the Scheme, this Article 141 shall cease to be of any effect."

Company number 11561594

Signed........................................................................................................................................................................ Company Secretary