VP PLC

Pre-Annual General Meeting Information • Jun 24, 2025

THISDOCUMENT ISIMPORTANT AND REQUIRESYOUR IMMEDIATEATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and MarketsAct 2000.

If you have sold or transferred all of your shares inVp plc please forward this document, together with the accompanying documents,as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Notice of the Annual General Meeting ("AGM") of Vp plc to be held at Rudding House, RuddingPark, Follifoot, Harrogate HG3 1JH at 10am on 23 July 2025 isset out in thisdocument and the recommendationsof the directorsare set out on page 2.

The Company doesnot provide apaper Form of Proxy for use at theAGM and,accordingly, your shareholders are encouraged to vote electronically at www.signalshares.com or via the VOTE+ app as your vote will automatically be counted.A proxy may also be appointed for CREST members by using the CREST electronic proxy appointment service. If you are an institutional investor you may also be able to appoint aproxy electronically viathe Proxymity platform,a process which has been agreed by the Company and approved by the Registrar. For further information regardingProxymity,please go to www.proxymity.io.You may request a hard copy Form of Proxy directly from the Registrar (contact detailsand further details of how to vote by proxy or online are set out in the administrative notes in connection with the AGM on pages 4 to 5).

To be valid, any instrument appointing a proxy should be completed and sent to MUFG Corporate Markets,PXS1,Central Square,29Wellington Street,Leeds,LS1 4DL as soon as possible but in any event so as to arrive no later than by 10am on Monday 21 July 2025, being 48 hours before the AGM (excluding weekends and bank holidays).

We also encourage you to submit any question that you would like to be answered at the AGM by sending it, together with your name as shown on the Company's register of members, to the following email address: enquiries@vpplc.com so that it is received by no later than Friday 18th July 2025. Please see explanatory note on page 6 for guidance on members' rights to ask questions and when the Company will cause them to be answered.

Directors Jeremy Pilkington Anna Bielby KeithWinstanley Phil White* Mark Bottomley* Stuart Watson* Richard Smith*

* non-executive directors Harrogate

23 June 2025

Dear Shareholder

Vp plc (Registered in England and Wales with no.481833)

Registered office Central House Beckwith Knowle Otley Road HG3 1UD

I am writing to you with details of our Annual General Meeting ('AGM') which we are holding at Rudding House, Rudding Park, Follifoot,Harrogate HG3 1JH at 10am on 23 July 2025.The formal notice ofAGM isset out on page 3 of thisdocument.Explanatory notes on all resolutions proposed at this year'sAGM appear on page 8.

Final dividend

Shareholders are being asked to approve a final dividend of 28.0 pence per ordinary share for the year ended 31 March 2025 making a total for the year of 39.5 pence. If approved by the shareholders the final dividend will be paid on 6 August 2025 to all ordinary shareholders who were registered members on 20 June 2025.

Action to be taken

Explanatory notes on eligibility to vote, the procedure for voting and other matters concerning the conduct of the AGM appear on pages 4 to 7 of this document.

You are asked to either:

• 1. vote electronically at www.signalshares.com or via theVOTE+ app;
• 1. request a hard copy Form of Proxy directly from the Registrar (contact details are set out in the administrative note 9 in connection with the AGM on page 4) and then return it, together with the original or a copy of the original (whether certified or otherwise approved by the Directors) of any power of attorney or other authority under which it is signed,to MUFG Corporate Markets,PXS1,Central Square,29Wellington Street,Leeds,LS1 4DL to arrive no later than 48 hours before the AGM (excluding weekends and bank holidays);
• 1. if you hold your sharesin uncertificated form,use the CREST electronic proxy appointment service asdescribed in note 10 to the formal notice of theAGM;or
• 1. if you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform,a process which has been agreed by the Company and approved by the Registrar.For further information regarding Proxymity,please go to www.proxymity.io.

Completion of a hard copy Form of Proxy or appointment of a proxy online,through CREST or Proxymity does not prevent you from attending and voting in person.

The results of the AGM will be announced through a Regulatory Information Service and details of the proxy votes will be made available on the Company's website (www.vpplc.com) as soon as possible once known.

Phil White

After over 10 yearsasa Non-executive director,and asour Senior independent director,PhilWhite will retire from the Board on 30 June 2025.On behalf of the Board,his colleagues throughout the Group and our investors,I wish to extend a heartfelt thanks to Phil for an outstanding contribution to the management and direction of the Company over this period.

Recommendation

The Board believes that the resolutions to be put to theAGM are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company for the benefit of the Shareholders as a whole. Accordingly the Board unanimously recommendsthat shareholdersvote in favour of all the resolutions,asthe directorsintend to do in respect of their beneficial shareholdings in the Company.

I hope that you will be able to attend the AGM and look forward to meeting you then.

I would like to thank all shareholders for their continuing support.

Jeremy Pilkington Chair

Notice ishereby given that the fifty-third Annual General As special business Meeting of the Company will be held at Rudding House, Rudding Park, Follifoot, Harrogate HG3 1JH at 10am on 23 July 2025 for the followingpurposes:

To consider and, if thought fit, pass the following Resolutions Ordinary Sharesprovided that: 1 to 11 which will each be proposed as ordinary resolutions:

• 1. To receive and adopt the Directors' Report and Financial purchased is 4,015,425 being 10%of the issued share Statements for the year ended 31 March 2025 and the capital of the Company; Auditor's Report contained therein.
• 2. To declare a final dividend of 28 pence per Ordinary Shares is 5 pence per Ordinary Share exclusive of Share for the year ended 31 March 2025. expenses and stamp duty;
• 4. To re-elect Anna Bielby as a director.
• 5. To re-elect KeithWinstanley as a director.
• 7. To re-elect Stuart Watson as ^a director. made;and
• 9. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of this a. the last independent trade of;and meeting until the conclusion of the next annual general b. the highest current independent bid for; meeting at which accounts are laid before the Company.
• 10. To authorise the directors to agree the remuneration of on the trading venue where the purchase is the auditors,PricewaterhouseCoopers LLP. carried out;
• 11. To approve the Directors' Remuneration Report Annual d) the authority hereby conferred shall expire at the Statement on pages 59 to 65 of theAnnual Report and conclusion of the next annual general meeting of the Accounts for the year ended 31 March 2025 together Company or 15 months from the passing of this with the Annual Report on Remuneration on pages 66 resolution if earlier;and to 73 of that document.

To consider and,if thought fit,passthe followingResolutions12 and 13 which will each be proposed as special resolutions:

• 12. That the Company ishereby generally and unconditionally As ordinary business authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of
  • a) the maximum number of Ordinary Shares to be
  • b) the minimum price which may be paid for Ordinary
• 3. To re-elect Jeremy Pilkington as a director. c) the maximum price (excluding expenses) which may be paid for each Ordinary Share is the higher of:
• (i) 105 per cent of the average market value of an Ordinary Share as derived from the London 6. To re-elect Mark Bottomley as a director. Stock Exchange Daily Official List for the five business days prior to the day the purchase is
• 8. To elect Richard Smith as a director. (ii) the value of an Ordinary Share calculated on the basis of the higher of the price quoted for:
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any number of the Company's Ordinary Shares

• e) 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.
• 13. To authorise the directorsto call ageneral meetingof the Company, other than an annual general meeting, on not less than 14 clear days' notice.

By order of the Board

S E Jones Company Secretary 23 June 2025

Registered Office: Central House,Beckwith Knowle, Otley Road,Harrogate, NorthYorkshire HG3 1UD

Notes

• 1. Only those members entered on the register of exercise rights attached to any one share. Failure to members of the Company as at close of business on 21 specify the number of shares each proxy appointment July 2025 or if the AGM is adjourned, shareholders relates to or specifying a number of shares in excess of entered on the Company's register of members not later those held by you on the record date will result in the than 48 hours (excluding weekends and bank holidays) proxy appointment being invalid.To appoint more than before the time fixed for the adjourned meeting shall be one proxy,you may photocopy the Form of Proxy.Please entitled to attend and vote at the AGM in respect of the indicate in the space next to the proxy holder'sname the number of shares registered in their name at that time. number of sharesin relation to which you authorise them business after the relevant deadline shall be disregarded Please also indicate by ticking the box provided on the in determining the rights of any person to attend and Form of Proxy if the proxy instruction is one of multiple vote at the AGM.
• 2. Resolutions 1 to 13 at the AGM will be taken on a poll
• 3. Information regarding the AGM, including information required by Section 311A of the Companies Act 2006 (the"Act") is available from www.vpplc.com Appointment of proxy using hard copy Form of Proxy

Appointment of proxies

• 4. If you are a member of the Company at the time set out calling them on +44 (0) 371 664 0300.Calls are charged in circumstances where you have chosen to request and England and Wales. return a completed hard copy Form of Proxy, the notes to such hard copy Form of Proxy.
• 5. If you are not a member of the Company but you have To appoint ^a proxy using the Form of Proxy, the form been nominated by ^a member of the Company to enjoy information rights,you do not have a right to appoint any prox ^l completed and signed; ies under the procedures set out in this "Appointment of proxies" section. Please read the ^l sent or delivered to MUFG Corporate Markets, PXS 1,
• 6. A proxy doesnot need to be amember of the Company but must attend the AGM to represent you. Details of 48 hours before the time appointed for holding the how AGM (excluding weekends and bank holidays). to appoint the Chair of theAGM or another person as your proxy using the Form of Proxy are set out in the In the case of a member which isa company,the Form of notes to the Form of Proxy. If you wish your proxy to Proxy must be executed under its common seal or speak on your behalf at the AGM you will need to signed on its behalf by an officer of the company or an appoint your own choice of proxy (not the Chair) and attorney for the company. give your instructions directly to them.
• 7. You may appoint more than one proxy provided each which the Form of Proxy is signed (or a duly certified proxy isappointed to exercise rightsattached to different copy of such power or authority) must be included with shares.You may not appoint more than one proxy to the Form of Proxy.

Changes to the register of members after close of to act asyour proxy and complete any votinginstructions. instructions being given. All such Forms of Proxy should be returned in one envelope.

vote.This will result in a more accurate reflection of the 8. A vote withheld isnot avote in law,which meansthat the v vote will not be counted in the calculation of votes for or iews of shareholders by ensuring every vote is against the resolution.If no voting indication is given,your recognised, including the votes of all shareholders who a proxy will vote or abstain from voting at his or her re unable to attend the AGM but who appoint a proxy discretion. A proxy may vote (or abstain from voting) as for the AGM. On a poll, each shareholder has one vote for every share held. he or she thinks fit in relation to any other matter which is put before the AGM.

9. You may request ahard copy Form of Proxy directly from the Registrar, MUFG Corporate Markets, by emailing them at shareholderenquiries@cm.mps.mufg.com or by in note 1 above, you are entitled to appoint a proxy or at the standard geographic rate and will vary by provider. proxies to exercise all or any of your rights to attend, Calls from outside the UK will be charged at the speak and vote at theAGM.You can only appoint a proxy applicable international rate. Lines are open 09.00am to or proxiesusingthe procedure set out in these notesand 5.30pm, Monday to Friday, excluding public holidays in

The notesto the Form of Proxy explain how to direct your proxy to vote on each resolution or withhold their vote.

must be:

• section "Nominated persons" on page 7. Central Square,29Wellington Street,Leeds,LS1 4DL;and
  • ^l received by MUFG Corporate Markets no later than

Any power of attorney or any other authority under

Voting online

10. You can vote online at www.signalshares.com. or sponsored member or has appointed a voting service Alternatively, you can vote via VOTE+, a free app for provider(s) to procure that his CREST sponsor or voting smartphone and tablet provided by MUFG Corporate service provider(s) takes) such action as shall be Markets (the company's registrar). It offers shareholders necessary to ensure that a message is transmitted by the option to submit a proxy appointment quickly and means of the CREST system by any particular time. In easily online, as well as real-time access to their this connection,CREST members and,where applicable, shareholding records. The app is available to download their CREST sponsors or voting service providers are on both the Apple App Store and Google Play, or by referred, in particular to those sections of the CREST

Apple App Store	Google Play

11. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy adjournment(s) thereof by utilising the procedures described in the CREST Manual (available via other CREST sponsored members, and those CREST

CREST Proxy Instruction) must be properly proxy vote. authenticated in accordance with Euroclear UK & International Limited's (EUI) specifications and must Appointment of a proxy by joint members purpose,the time of receipt will be taken to be the time holding (the first-named being the most senior). (as determined by the timestamp applied to the m Changing proxy instructions essage by the CREST Applications Host) from which

sponsors or voting service providers should note that the EUI does not make available special procedures in timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the If you submit more than one valid proxy appointment, responsibility of the CREST member concerned to take the appointment received last before the latest time for (or if the CREST member is a CREST personal member the receipt of proxies will take precedence.

scanning the relevant QR code below. Manual concerning practical limitations of the CREST system and timing.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

ProxymityVoting

12. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity Appointment of proxies through CREST platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.Your proxy must be lodged by 10am appointment service may do so for the AGM and any on 21 July 2025 in order to be considered valid or if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you www.euroclear.com). CREST personal members or can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and members who have appointed a voting service conditions. It is important that you read these carefully provider(s), should refer to their CREST sponsor or as you will be bound by them and they will govern the voting service provider(s), who will be able to take the electronic appointment of your proxy. An electronic appropriate action on their behalf. proxy appointment via the Proxymity platform may be In order for a proxy appointment made by means of revoked completely by sending an authenticated CREST to be valid, the appropriate CREST message (a message via the platform instructing the removal of your

contain the information required for such instructions,as 13. In the case of joint holders, where more than one of the described in the CREST Manual.The message must be joint holders purports to appoint a proxy, only the transmitted so as to be received by the issuer's agent appointment submitted by the most senior holder will (whose CREST ID is RA10) no later than 48 hours be accepted. Seniority is determined by the order in before the time appointed for holding the AGM which the names of the joint holders appear in the (excluding weekends and bank holidays). For this Company's register of members in respect of the joint

the issuer's agent is able to retrieve the message by 14. To change your proxy instructions simply submit a new enquiry to CREST in the manner prescribed by CREST. proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy CREST members and, where applicable, their CREST appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be CREST for any particular messages. Normal system disregarded.

15. In order to revoke a proxy instruction you will need to 19. Pursuant to Chapter 5 of Part 16 of the Act (Sections company. Any power of attorney or any other authority of the audit) that are to be laid before the AGM. under which the revocation notice is signed (or ^a duly Where the Company is required to publish such ^a certified copy of such a power or authority) must be included with the revocation notice.

The revocation notice must be received by MUFG to pay any expenses incurred by the Company in Corporate Markets no later than 48 hours before the complying with the request; time appointed for the holding of the AGM (excluding weekends and bank holidays).

If you attempt to revoke your proxy appointment but the available on the Company's website; and revocation isreceived after the time specified then,subject ^l the statement may be dealt with as part of the to the paragraph directly below, your proxy appointment business of the AGM. will remain valid.

The appointment of ^a proxy doesnot preclude you from ^l may be in hard copy form or in electronic form (see attending the AGM and voting in person. If you have appointed a proxy and attend the AGM in person, your proxy appointment(s) will automatically be terminated.

16. A corporation which is a member can appoint one or m making it (see note ²¹ below (Submission of hard its behalf, all its powers as ^a member provided that no copy and electronic requests and authentication more than one corporate representative exercises powers over the same share.

Issued shares and total voting rights

17. As at 19 June 2025, the Company's issued share capital Members' qualification criteria comprised 40,154,253 Ordinary Shares of 5 pence each. number of votingrightsin the Company asat 19 June 2025 relevant request must be made by: is40,154,253.The website referred to in note 2 will include

the Company; or Questions at the Meeting

• 18. Under Section 319A of the Act, the Company must answer any question you ask relating to the business being dealt with at the AGM unless:
  • ^l answering the question would interfere unduly with number of voting rights, see note 17 (Issued shares and of confidential information; note 3.
  • ^l the answer has already been given on a website in the form of an answer to a question; or
  • ^l it is undesirable in the interests of the Company or the good order of theAGM that the question be answered.

Termination of proxy appointments Website publication of audit concerns

inform the Company by sending a signed hard copy notice 527 to 531), where requested by a member or clearly stating your intention to revoke your proxy members' meeting the qualification criteria set out at appointment to MUFG Corporate Markets,PXS1,Central note 20 (Members' qualification criteria) below, the Square,29Wellington Street,Leeds,LS1 4DL.In the case of Company must publish on its website a statement a member which is a company,the revocation notice must setting out any matter that such members propose to be executed under itscommon seal or signed on itsbehalf raise at the AGM relating to the audit of the Company's by an officer of the company or any attorney for the accounts (including the auditor's report and the conduct

statement on its website:

• ^l it may not require the members making the request
• ^l it must forward the statement to the Company's auditors no later than the time the statement is made

The request:

• note 21 below (Submission of hard copy and electronic requestsand authentication requirements));

• ^l either set out the statement in full or, if supporting a statement sent by another member,clearly identify the Corporate representatives statement which is being supported;

  • ^l must be authenticated by the person or persons ore corporate representatives who may exercise, on requirements)); and
    • ^l must be received by the Company at least one week before the AGM.

• 20. In order to be able to exercise the members' right to Each Ordinary Share carries the right to one vote at a require the Company to publish audit concerns (see general meeting of the Company and, therefore, the total note 19 - Website publication of audit concerns) the

• ^l a member or members having a right to vote at the information on the number of sharesand voting rights. AGM and holding at least 5% of total voting rights of
  • ^l at least 100 members who have a right to vote at the AGM and holding,on average,at least £100 of paid up share capital.

For information on voting rights, including the total the preparation for theAGM or involve the disclosure total voting rights) above and the website referred to in

Submission of hard copy and electronic requests and authentication requirements

• 21. Where a member or members wishes to request the to your personal details and your interest in the Company to publish audit concerns such request must Company (including any administrative matters).The

  • ^l ahard copy request which issigned by you,statesyour full name and address and is sent to the Company Documents on display Secretary, Vp plc, Central House, Beckwith Knowle,
  • ^l a request which states your full name and address and the subject line of the e-mail.

• 22 the AGM and during the AGM: . If you are a person who has been nominated under Section 146 of the Act to enjoy information rights (a (a) copies of the service contracts of the executive "Nominated Person"): directors of the Company; and

  • ^l you may have a right under an agreement between (b) copies of the letters of appointment of the nonyou and the member of the Company who has executive directors of the Company. nominated you to have information rights (a"Relevant Member") to be appointed or to have someone else Communication
  • ^l if you either do not have such a right or if you have ^l in this notice of AGM; or such a right but do not wish to exercise it, you may have a right under an agreement between you and the M any purposes other than those expressly stated. ember as to the exercise of voting rights; and
  • ^l your main point of contact in terms of your investment in the Company remains the Relevant Company) regarding any changes or queries relating announced to the London Stock Exchange.

be made in accordance with one of the following ways: only exception to this is where the Company expressly requests a response from you.

• O 23. The following documents will be available for inspection tley Road, Harrogate HG3 1UD; or during normal business hours at Central House, Beckwith Knowle, Otley Road, Harrogate HG3 1UD is sent to enquiries@vpplc.com. Please state AGM in from the date of this Notice until the time of the AGM (Saturdays,Sundaysand public holidays excepted) and at Nominated persons the Meeting venue itself for at least 15 minutes prior to
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appointed as a proxy for the AGM; 24. You may not use any electronic address provided either:

• ^l any related documents (including the Chair's letter and Form of Proxy), to communicate with the Company for Relevant Member to give instructions to the Relevant

Results

Member (or, perhaps, your custod 25. Assoon aspracticable followingtheAGM,the resultswill ian or broker) and you should continue to contact them (and not the be announced on the Company's website and will be

Explanatory notes to the resolutions proposed at the Annual General Meeting

The following notes provide an explanation as to why the resolutions set out in the notice are to be put to shareholders.

Resolutions 1 to 11 are ordinary resolutions. These resolutions require a simple majority of votes cast (in person or by proxy) at the AGM to be passed.

Resolutions 12 and 13 are special resolutions. These resolutions require the approval of 75% of votes cast (in person or by proxy) at the AGM to be passed.

Resolution 1 – laying of accounts

The directors are required by the Act to present to the shareholders of the Company at a general meeting the reports of the directors and auditor, and the audited accountsof the Company,for the year ended 31 March 2025. The reports of the directors and the audited accounts have been approved by the directors, and the report of the auditor has been approved by the auditor,and a copy of each of these documents may be found in the Annual Report and Accounts ("Annual Report").

Resolution 2 – declaration of final dividend

The Board recommends a final dividend of 28.0 pence per ordinary share.Subject to approval by shareholders, the final dividend will be paid on 6 August 2025 to all ordinary shareholders on the register of members at the close of business on 20 June 2025.

Resolutions 3 to 8 – election and re-election of directors

In accordance with the provisions of the Company's articles of association,the UKCorporate Governance Code and best practice, all directors will stand for re-election annually. Richard Smith (Non-executive Director) was appointed by the board on 1 February 2025. Accordingly, as his appointment took place after the company's last annual general meeting on 25 July 2024,he is standing for election at the AGM.Thereafter,he will stand for re-election annually.

The Chair is satisfied that each of the directors standing for election and re-election continues to be effective and demonstratesa commitment to the role and that each of the directors continues to be able to dedicate sufficient time to their duties.

As he exercises control over more than 30% of the voting rights of the Company, the Chair (Jeremy Pilkington) is what istermed a"ControllingShareholder" for the purposesof the UKListing Rules to which the Company is subject.Therefore, the election or re-election (as the case may be) of any independent director must be approved by a majority of both the shareholdersof the Company and the shareholders excluding the Controlling Shareholder.When the Company announcesthe resultsof the voteson the resolutionsto elect or re-elect (as the case may be) independent directors,it will disclose the votes cast on each separate resolution both by the shareholders as a whole and the shareholders excluding the Controlling Shareholder. The re-election of each proposed independent director will be considered separately at theAGM.Accordingly,the resolutions to which this matter applies are:6,7 and 8.

Brief biographies of all the directors are set out on page 48 of the Annual Report.

Resolution 9 – auditor's appointment

The Act requires that an auditor be appointed at each general meetingat which accountsare laid,to hold office until the next such meeting.The current auditor of the Company is PricewaterhouseCoopers LLP and this resolution seeks shareholder approval for their re-appointment.

Resolution 10 – auditor's remuneration

Thisresolution givesthe directorsthe authority to determine the remuneration of the auditor for the audit work to be carried out by them in the next financial year.

Resolution 11 – directors' remuneration report

This resolution seeks shareholders' approval for the Directors' Remuneration Report Annual Statement set out on pages 59 to 65 of the Annual Report and the Annual Report on Remuneration on pages 66 to 73 of the Annual Report for the year ended 31 March 2025. The vote is advisory in nature and the directors' entitlement to remuneration is not conditional on the resolution being passed.

Resolution 12 – authority to purchase own shares

This resolution seeks authority for the Company to make market purchases of its own ordinary shares and is proposed asa special resolution.If passed,the resolution givesauthority for the Company to purchase up to 4,015,425 of its ordinary shares

of 5 pence,representing 10 per cent of the Company's issued ordinary share capital as at 19 June 2025.

The resolution specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority.The authority will expire on the earlier of 15 months from the passing of the resolution and the Company's 2026 annual general meeting.

The directors do not currently have any intention of exercising the authority granted by this resolution and will only exercise the authority to purchase ordinary shares where they consider that such purchases will be in the best interests of shareholders generally and will result in an increase in earnings per ordinary share.

The Company may either cancel any sharesit purchasesunder thisauthority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).

The Company doesnot have any outstandingshare warrants.

Explanatory notes to the resolutions proposed at the Annual General Meeting

Resolution 13 – notice of General Meetings, other than annual general meetings

The Act permits companies to use the 14 clear days' notice period for general meetings (other than Annual General Meetings) if the Company provides a facility for shareholders to vote viaelectronic meansand aspecial resolution reducing the period of notice to 14 clear days has been passed at an annual general meeting.

Resolution 13 seeks such approval.The shorter notice period would not be used asa matter of routine but only where the Company considers the flexibility as merited by the business of the meeting and is thought to be in the best interests of shareholders as a whole.Should this resolution be approved it will be valid until the conclusion of the next annual general meeting. It is intended that a similar resolution will be proposed at future annual general meetings.