TOPPS TILES PLC

Declaration of Voting Results & Voting Rights Announcements • Jan 18, 2023

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author: "Alistair Hodder"
date: 2023-01-18 10:59:00+00:00
processor: python-docx+mammoth
status: success

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Company number: 3213782

COMPANIES ACT 2006

TOPPS TILES PLC

(the "Company")

Special Business conducted at the Annual General Meeting

At the Annual General Meeting of the Company, duly convened and held at the Marriott Hotel, Smith Way, Grove Park, Leicester LE19 1SW on 18 January 2023, the following resolutions were duly passed as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. THAT, the rules of the Topps Tiles Plc 2023 Share Plan (the “2023 Plan”), the principal terms of which are summarised in Appendix 1 to this Notice of Annual General Meeting, and produced in draft to this meeting and, for the purposes of identification, are initialled by the Chairman of the meeting, be and are hereby approved and the Directors be authorised to:

a. make such modifications to the 2023 Plan as they may consider appropriate to take account of the requirements of best practice and for the implementation of the 2023 Plan and to adopt the 2023 Plan as so modified and to do all such other acts and things as they may consider appropriate to implement the 2023 Plan; and

b. establish further plans based on the 2023 Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any Shares made available under such further plans are treated as counting against the limits on individual or overall participation in the 2023 Plan.

1. THAT, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this resolution, the Directors be and they are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the “Act”):

a. to exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being “relevant securities”) up to an aggregate nominal amount of £2,183,168 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (b) below in excess of £2,183,168); and further:

b. to allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £4,366,336 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (a) above) in connection with an offer by way of rights issue:

i. in favour of holders of ordinary shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the

respective number of ordinary shares in the capital of the Company held by them; and

ii. to holders of any other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever, provided that, unless previously revoked, varied or extended, this authority shall expire on the earlier of the date falling 15 months after the date of the passing of this resolution and the conclusion of the next Annual General Meeting of the Company, except that the Company may at any time before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if this authority had not expired.

This information is provided in compliance with Listing Rule 9.6.2