VP PLC

AGM Information • Aug 2, 2018

Vp plc

Company Number 481833

Print of Resolutions passed on 2 August 2018

TAKE NOTICE that at the Annual General Meeting of Vp plc held at Rudding House. Rudding Park. Follifoot. Harrogate on Thursday 2 August 2018 the following resolution was passed as special business.

Special Resolution

That the Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of Ordinary Shares provided that:

• A. the maximum number of Ordinary Shares to be purchased is 4,015,425 being 10% of the issued share capital of the Company;
• В. the minimum price which can be paid for Ordinary Shares is 5 pence per Ordinary Share exclusive of expenses:
• $C_{-}$ the maximum price (excluding expenses) which may be paid for each Ordinary Share is the higher of:
• Ĺ. 105 per cent of the average market value of an Ordinary Share for the five business days prior to the day of the purchase is made; and
• the value of an Ordinary Share calculated on the basis of the higher of ii. the price quoted for:
  • a. the last independent trade of; and
  • $\mathbf{b}$ . the highest current independent bid for

any number of the Company's Ordinary Shares on the trading venue where the purchase is carried out;

• D. the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or 15 months from the passing of this resolution if earlier; and
• Е. the Company may make a contract to purchase Ordinary Shares under the authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary Shares in pursuance of any such contract.

Rukig Chairman