Company No. 1525583
THE COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
RESOLUTIONS OF HGCAPITAL TRUST PLC ("THE COMPANY")
PASSED ON 10 MAY 2011
At an Annual General Meeting of the Company, duly convened and held at 2 More London Riverside, London SE1 2AP on Tuesday 10 May 2011 at 12 noon, the following resolutions were passed as items of Special Business:
IT WAS RESOLVED:
SPECIAL RESOLUTION
- 10. THAT in substitution for the Company's existing authority to make market purchases of Ordinary shares of 25p in the Company (Ordinary shares), the Company be and it is hereby authorised in accordance with Section 701 of the Companies Act 2006 (the Act) to make market purchases of Ordinary shares (within the meaning of Section 693 of the Act) provided that:
- (i) the maximum number of Ordinary shares hereby authorised to be purchased is 4,662,477;
- (ii) the minimum price which may be paid for an Ordinary share shall be 25p;
- (iii) the maximum price payable by the Company for each Ordinary share is the higher of:
- (a) 105% of the average of the middle market quotations of the Ordinary shares in the Company for the five business days prior to the date on which such share is contracted to be purchased; and
- (b) the higher of the price of the last independent trade and the highest current independent bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buyback programmes and stabilisation of financial instruments;
- (iv) the authority hereby conferred shall expire at the end of the next AGM of the Company or, if earlier, on 10 November 2012 unless previously renewed, varied or revoked by the Company in general meeting.
ORDINARY RESOLUTION
- 11. THAT the Directors be and they are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights'):
- (a) up to an aggregate nominal amount of £2,566,073; and
- (b) up to a further aggregate nominal amount of £2,566,073 provided that (i) they are equity securities (within the meaning of Section 560(1) of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of Ordinary shares on the register of members at
such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the Ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,
provided that this authority shall expire at the end of the next annual general meeting of the Company, or, if earlier, on 10 August 2012, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired.
SPECIAL RESOLUTION
- 12. THAT the Directors be and they are hereby empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 11 above, or by way of a sale of treasury shares, as if Section 561(1) of that Act did not apply to any such allotment provided that this power shall be limited to:
- (a) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 11 by way of rights issue only) in favour of the holders of Ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the Ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
- (b) the allotment (otherwise than pursuant to subparagraph (a) of this Resolution 12) to any person or persons of equity securities up to an aggregate nominal amount of £777,578,
and shall expire upon the expiry of the general authority conferred by Resolution 11 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
SPECIAL RESOLUTION
13. THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than annual general meetings) on 14 clear days' notice.