POLLEN STREET PLC

AGM Information • Jun 14, 2024

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author: Murray, Marco (Link Asset Services)
date: 2021-06-09 10:36:00+00:00

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Company Number: 70165

NOTICE OF RESOLUTIONS OF

POLLEN STREET GROUP LIMITED

(the “Company”)

PASSED ON 13 JUNE 2024

At the Annual General Meeting of the Company duly convened and held at 3.00pm on 13 June 2024 at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, the following Resolutions were duly passed: -

Ordinary Resolutions

THAT, conditional on Resolution 19 below being passed, the Company be generally and unconditionally authorised pursuant to section 315 of the Companies (Guernsey) Law, 2008 (the “Companies Law”) to make market acquisitions within the meaning of section 316(1) of the Companies Law of its Ordinary Shares, on such terms and in such manner as the Directors may determine from time to time, provided that:

the maximum aggregate number of Ordinary Shares that may be acquired under this authority is 6,363,199;

the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is its nominal value;

the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is the higher of: (i) an amount equal to 105 per cent. of the average of the mid-market values for the Ordinary Shares for the five business days immediately preceding the day on which the Company contracts to purchase the Ordinary Share; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent purchase bid at the time on the trading venue on which the purchase is carried out;

such authority shall expire at the conclusion of the next annual general meeting of the Company or, if sooner, 13 September 2025, unless the authority is varied, revoked or renewed prior to such date by the Company in general meeting;

Ordinary Shares purchased pursuant to the authority conferred by this resolution shall be either (i) cancelled immediately upon completion of the purchase; or (ii) held, sold, transferred or otherwise dealt with as treasury shares in accordance with Guernsey law and the Articles; and

the Company may make a contract to purchase its own Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of its own Ordinary Shares in pursuance of any such contract.

THAT the Directors be generally and unconditionally authorised in accordance with article 9 of the Articles to exercise all the powers of the Company to issue Ordinary Shares in the Company or grant rights to subscribe for or to convert any security into Ordinary Shares in the Company:

up to an aggregate nominal amount of £212,106.64 (such amount to be reduced by any issuances or grants made under paragraph (B) below in excess of such sum); and

comprising equity securities (as defined in article 10(A)(i) of the Articles) up to a further nominal amount of £212,106.64 (such amount to be reduced by any issuances or grants made under paragraph (A) above) in connection with a pre-emptive offer (including an offer by way of a rights issue or open offer):

to shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

to people who are holdings of other equity securities if this is required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 13 September 2025 but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require Ordinary Shares to be issued or rights to be granted to subscribe for or convert any security into Ordinary Shares after the authority ends and the Directors may issue Ordinary Shares or grant rights to subscribe for or convert securities into Ordinary Shares under any such offer or agreement as if the authority had not expired.

THAT approval is granted for the waiver by the Panel on Takeovers and Mergers of any obligation that could arise, pursuant to Rule 9 of the City Code on Takeovers and Mergers, for the Concert Party to make a general offer for all the ordinary issued share capital of the Company, following any increase in the percentage of shares of the Company carrying voting rights in which the Concert Party is interested resulting from the exercise by the Company of the authority to purchase its own Ordinary Shares granted to the Company pursuant to Resolution 14 above, provided that such approval shall expire at the conclusion of the next annual general meeting of the Company or on 13 September 2025, whichever is earlier.

In order to comply with the Code, only the votes cast by the Independent Shareholders, on a poll, will be counted for the purposes of Resolution 18.

THAT approval is granted for the waiver by the Panel on Takeovers and Mergers of any obligation that could arise, pursuant to Rule 9 of the City Code on Takeovers and Mergers, for the Concert Party to make a general offer for all the ordinary issued share capital of the Company, following any increase in the percentage of shares of the Company carrying voting rights in which the Concert Party is interested resulting from the 2025 Awards Grant, pursuant to which the interest of the Concert Party in the shares of the Company could potentially increase from 37.26 per cent. as at the Latest Practicable Date to a maximum of approximately 37.49 per cent., provided that such approval shall expire at the conclusion of the next annual general meeting of the Company.

In order to comply with the Code, only the votes cast by the Independent Shareholders, on a poll, will be counted for the purposes of Resolution 19.

Special Resolutions

THAT, if Resolution 15 above is passed, the Directors be authorised to issue equity securities (within the meaning of Article 10.A(i) of the Articles) 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 Article 10.B of the Articles did not apply to any such issue or sale, such authority to be limited:

to the issue of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of Resolution 15, by way of a pre-emptive offer (including an offer by way of a rights issue or open offer) only):

to shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

to people who are holders of other equity securities if this is required by the rights of those securities or as the Directors otherwise consider necessary,

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

in the case of the authority granted under paragraph (A) of Resolution 15 and/or in the case of any sale of treasury shares, to the issue of equity securities and sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £63,631.99 (representing approximately 10 per cent. of the number of the Ordinary Shares in issue (excluding treasury shares) as at the Latest Practicable Date); and

to the issue 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 per cent. of any issue of equity securities or sale of treasury shares from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine 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 authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 13 September 2025), 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 issued and treasury shares to be sold after the authority expires and the Directors may issue equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

THAT, if Resolution 15 above is passed, the Directors be authorised in addition to any authority granted under Resolution 16 to issue equity securities (within the meaning of Article 10.A(i) of the Articles) for cash under the authority given by paragraph (A) of Resolution 15 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if Article 10.B of the Articles did not apply to any such issue or sale, such authority to be:

limited to the issue of equity securities or sale of treasury shares up to a nominal amount of £63,631.99 (representing approximately 10 per cent. of the number of the Ordinary Shares in issue (excluding treasury shares) as at the Latest Practicable Date), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

limited to the issue of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount equal to 20 per cent. of any issue of equity securities or sale of treasury shares from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine 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 authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 13 September 2025), 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 issued and treasury shares to be sold after the authority expires and the Directors may issue equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.