AGM Information • May 22, 2025
AGM Information
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At the Annual General Meeting of the Company held on Wednesday 21 May 2025 at 25 Southampton Buildings, London, WC2A 1AL, the following resolutions concerning special business were duly passed by the Company, with Resolution 14 passed as an ordinary resolution and Resolutions 15,16 and 17 passed as special resolutions.
That if resolution 14 is passed, the Board be given power to allot equity securities (as defined in the 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 Act did not apply to any such allotment or sale, such power to be limited:
(A) to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities:
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;
(B) in the case of authority granted under resolution 14 and/or in the case of any sale of any treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £1,083,558; and
(C) to the 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 power to be used only for the purposes of making a followon offer which the Board 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 power to apply until the end of next year's AGM (or, if earlier, until the close of business on 21 August 2026) but, in each case, during this period 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 power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
That the Company be and is hereby authorised for the purposes of section 701 of the Act generally and without conditions to make one or more market purchases (as defined in section 693(4) of the Act) of its ordinary shares, provided that:
(A) the Company may not purchase more than 2,817,250 of its ordinary shares in aggregate;
in each case, exclusive of expenses;
such authority to expire at the end of next year's Annual General Meeting (or, if earlier, 21 August 2026). However, the Company may enter into a contract or contracts to purchase ordinary shares which will or may be completed or executed fully or partly after this authority expires and the Company may purchase ordinary shares pursuant to any such contract or contracts as if the power had not expired.
……………………………….
Emma Taylor Company Secretary 21 May 2025
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