Bodycote PLC

AGM Information • May 22, 2025

---

title: "AGM \u2013 20 May 1999"
author: "Alison Reeve"
date: 2025-05-14 09:29:00+00:00
processor: python-docx+mammoth
status: success

---

Bodycote plc

Registered in England No. 519057

(the ‘Company’)

The following items of special business were passed at the Company’s

Annual General Meeting held on 21 May 2025

Renewal of authority to allot shares

15. That in accordance with section 551 of the Companies Act 2006 (“Act”), the Directors be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company;

(a) up to a nominal amount £10,383,908 (representing one third of the existing issued ordinary share capital); and

(b) comprising equity securities (as defined by section 560 of the Act) up to a further aggregate nominal amount of £10,383,908 (representing one third of the existing issued ordinary share capital) in connection with an offer by way of a rights issue:

(i) to holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their respective holdings; and

(ii) to holders of 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 in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange,

and such authorities shall expire on the conclusion of the next Annual General Meeting of the Company to be held in 2026 or on 20 August 2026, whichever is earlier, save that, the Company may make offers or 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 Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if the authority hereby conferred had not ended. These authorities are in substitution for all existing authorities under section 551 of the Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

Disapplication of Pre-emption Rights

16. That, subject to the passing of Resolution 15 as set out in the notice of this meeting, and in accordance with article 16 of the articles of association of the Company (“Articles”), the Directors be empowered pursuant to section 570 of the Companies Act 2006 (“Act”) to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the general authority conferred by Resolution 15 as set out in the notice of this meeting and be empowered pursuant to section 573 of the Act to sell ordinary shares (as defined in section 560 of the Act) held by the Company as treasury shares (as defined in section 724 of the Act) for cash, as if section 561 of the Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

(a) in connection with or pursuant to an offer of equity securities (whether by way of rights issue, open offer or otherwise) to the holders of ordinary shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory;

(b) otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of £3,115,172; and

(c) otherwise than pursuant to sub-paragraph (a) of this resolution, up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time pursuant to sub-paragraph (b), such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be 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, and such power shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2026 or on 20 August 2026, whichever is earlier, save that the Company may before such expiry make an offer or agreement for cash which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

This power is in substitution for all existing powers under sections 570 and 573 of the Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

17. That, subject to the passing of Resolutions 15 and 16 as set out in the notice of this meeting, and in accordance with article 16 of the Articles, the Directors be empowered, in addition to any power granted under Resolution 16 as set out in the notice of this meeting, pursuant to section 570 of the Companies Act 2006 (“Act”) to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the general authority conferred by Resolution 15 as set out in the notice of this meeting and be empowered pursuant to section 573 of the Act to sell ordinary shares (as defined in section 560 of the Act) held by the Company as treasury shares (as defined in section 724 of the Act) for cash, as if section 561 of the Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

(a) up to an aggregate nominal amount of £3,115,172 to be used only for the purposes of financing (or refinancing, if such refinancing occurs within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or other 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

(b) otherwise than pursuant to sub-paragraph (a) of this resolution, up to an aggregate nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time pursuant to sub-paragraph (a), 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, and such power shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2026 or on 20 August 2026, whichever is earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold for cash after such expiry, and the

Directors may allot equity securities or sell treasury shares for cash in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

This power is in substitution for all existing powers under sections 570 and 573 of the Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

Authority to Buy Own Shares

18. That the Company be generally and unconditionally authorised, pursuant to article 9 of the Articles and pursuant to section 701 of the Companies Act 2006 (“Act”), to make market purchases (as defined in section 693(4) of the Act) of up to an aggregate of 18,035,208 ordinary shares in the capital of the Company (being approximately 10 per cent of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors may from time to time determine, provided that:

(a) the minimum price (excluding expenses) which may be paid for an ordinary share is 17 3/11 pence; and

(b) the maximum price (excluding expenses) which may be paid for an ordinary share is:

(i) an amount equal to 105 per cent of the average middle market quotation for ordinary shares as derived from the Daily Official List of London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made; and

(ii) an amount equal to the higher of the price of the last independent trade and current independent bid for an ordinary share on the trading venue where the purchase is carried out;

and the authority herein contained shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2026 or on 20 August 2026, whichever is earlier, save that the Company may, before such expiry, make a contract to purchase its own shares which would or may be completed or executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.

Notice Period for General Meeting

19. That as permitted by section 307A of the Companies Act 2006 any general meeting of the Company (other than the Annual General Meeting of the Company) shall be called by notice of at least 14 clear days in accordance with the provisions of the Articles of Association provided that the authority of this resolution shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2026.