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Resolutions of Molten Ventures plc (the "Company")
At the Annual General Meeting of the Company duly convened and held on Wednesday, 24 July 2024, the following resolutions were duly passed.
Ordinary resolution:
Directors' authority to allot shares
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- To generally and unconditionally authorise the Directors pursuant to and in accordance with Section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:
- a. up to an aggregate nominal amount of £630,154.83; and
- b. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £630,154.83 in connection with an offer by way of a rights issue, such authoritiesto apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next AGM or on 30 September 2025, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.
For the purposes of this Resolution, 'rights issue' means an offer to:
- i. ordinary Shareholders 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,
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
Special Resolutions
Disapplication of pre-emption rights
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- That if Resolution 13 is passed, the Directors be authorised to allot equity securities (as defined in the 2006 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 2006 Act did not apply to any such allotment or sale, such authority to be limited:
- a. to allotments for rights issues and other pre-emptive issues;
- b. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £189,046.45; and
- c. to allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares 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 of the Company determines to be of a kind contemplated by paragraph 3 of section 2B of the Statements of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,
such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 September 2025 but, in each case, prior to its expiry the Company may make offers,
and enter into agreements, which would, or might, require equity securities to be allotted (and treasury sharesto be sold) after the authority expires and the Directors may allot equity securities(and sell treasury shares) under any such offer or agreement as if the authority had not expired.
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- That if Resolution 13 is passed, the Directors be authorised in addition to any authority granted under Resolution 14, to allot equity securities (as defined in the 2006 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 2006 Act did not apply to any such allotment or sale, such authority to be:
- a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £189,046.45; and
- b. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury sharesfrom 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 of the Company determines 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 Pre-Emption Group prior to the date of this notice,
such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 September 2025 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury sharesto be sold) after the authority expires and the Directors may allot equity securities(and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Authority to purchase own shares
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- To unconditionally and generally authorise the Company for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares of £0.01 each in the capital of the Company provided that:
- a. the maximum number of ordinary shares which may be purchased is 18,904,645;
- b. the minimum price which may be paid for each share is £0.01;
- c. the maximum price which may be paid for an ordinary share is an amount equal to the higher of
- i. an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
- ii. the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out,
in each case, exclusive of expenses.
The authority conferred by this resolution will expire on the earlier of the conclusion of the next AGM of the Company and 30 September 2025 save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.
Notice of general meetings
- To authorise the Directors to call a general meeting other than an AGM on not less than 14 clear days' notice.
By order of the Board
Gareth Faith Company Secretary 24 July 2024