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4imprint Group PLC

AGM Information May 8, 2018

4616_dva_2018-05-08_4500adb1-01a3-4356-b1bb-1ee54b8dd5b8.pdf

AGM Information

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Registered Number: 177991

4imprint Group plc

At the Annual General Meeting of 4imprint Group plc held at the offices of Peel Hunt, Moor House, 120 London Wall, London EC2Y 5ET on Tuesday 8 May 2018 at 11.00 a.m., the following resolutions concerning special business were duly passed:

14.As an Ordinary Resolution:

That the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a nominal amount of £3,600,708, such authority to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 7 August 2019) but during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

15. As a Special Resolution:

That if resolution 14 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) 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 Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

  • $(A)$ to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities:
  • $(i)$ to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • $(ii)$ to holders of other equity securities, as required by the rights of those securities or, as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

$(B)$ in the case of the authority granted under resolution 14 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities or sale of treasury shares up to a nominal amount of £540.106.

such authority to expire at the end of next year's Annual General Meeting (or, if earlier, until the close of business on 7 August 2019) 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 shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

16. As a Special Resolution:

That the Company be authorised for the purposes of section 701 of the Companies Act 2006 (the 'Act') to make one or more market purchases (as defined in section 693(4) of the Act) of its ordinary shares of 386/13 pence each, such authority to be limited:

  • $(A)$ to a maximum number of 2,808,553 ordinary shares; and
  • $(B)$ by the condition that the minimum price which may be paid for an ordinary share is 386/13 pence and the maximum price which may be paid for an ordinary share is the highest of:
  • an amount equal to 5 per cent. above the average market value of an ordinary $(i)$ share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
  • the higher of the price of the last independent trade and the highest current $(ii)$ independent bid on the trading venues where the purchase is carried out,

in each case, exclusive of expenses;

such authority to expire at the end of next year's Annual General Meeting (or, if earlier, 7 August 2019), but in each case so that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the authority expires and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not expired.

17. As a Special Resolution

That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Muy

Andrew J. Scull Company Secretary 8 May 2018

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