Post-Annual General Meeting Information • Jul 24, 2025
Post-Annual General Meeting Information
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AT THE GENERAL MEETING of Halma plc duly convened and held on Thursday, 24 July 2025, the following special business resolutions were passed:
That the Directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (2006 Act) to exercise all the powers of the Company to allot shares, or grant rights to subscribe for or to convert securities into shares, up to an aggregate nominal amount of £12,500,000 and that this authority shall expire on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2026 and (ii) 30 September 2026 (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or such rights to be granted after such expiry and the Directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.
That, in accordance with Sections 366 and 367 of the 2006 Act, the Company and any company which is, or becomes, a subsidiary of the Company at any time during the period for which this resolution has effect, be authorised to:
a. make political donations to political parties and/or independent election candidates not exceeding £100,000 in total;
b. make political donations to political organisations, other than political parties, not exceeding £100,000 in total; and
c. incur political expenditure not exceeding £100,000 in total,
(as such terms are defined in Part 14 of the 2006 Act) during the period beginning on the date of the passing of this resolution and ending on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2026 and (ii) 30 September 2026, provided that the aggregate amount of all political donations and political expenditure made or incurred under paragraphs a., b. and c. above shall not exceed £100,000 in total.
That, subject to the passing of resolution 17, the Directors be given power, pursuant to sections 570(1) and 573 of the 2006 Act, to allot equity securities (as defined in Section 560 of the 2006 Act) of the Company for cash under the authority given by that resolution and/or to sell ordinary shares (as defined in Section 560 of the 2006 Act) held by the Company as treasury shares for cash as if Section 561 of the 2006 Act did not apply to any such allotment or sale, provided that such power shall be limited to:
a. the allotment of equity securities and/or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities: (i) to ordinary shareholders on a fixed record date where the equity securities attributable to such ordinary shareholders are proportionate (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 Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates, or legal, regulatory or practical problems arising in, or under the laws of, any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
b. otherwise than pursuant to sub-paragraph a. above, the allotment of equity securities and/or sale of treasury shares, up to an aggregate nominal amount of £1,890,000;
and that this power shall expire (unless previously renewed, revoked or varied by the Company in general meeting) when the authority conferred on the Directors in resolution 17 expires, save that the Company may make any offer or agreement before such expiry which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.
That, subject to the passing of resolution 17 and in addition to any power granted under resolution 19, the Directors be given power, pursuant to sections 570(1) and 573 of the 2006 Act, to allot equity securities (as defined in Section 560 of the 2006 Act) of the Company for cash under the authority given by resolution 17 and/or to sell ordinary shares (as defined in Section 560 of the 2006 Act) held as treasury shares for cash, as if Section 561 of the 2006 Act did not apply to any such allotment or sale, provided that such power shall be:
a. limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of £1,890,000; and
b. used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months of the original transaction taking place) 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 of Meeting;
and that this power shall expire (unless previously renewed, revoked or varied by the Company in general meeting) when the authority conferred on the Directors in resolution 17 expires, save that the Company may make any offer or agreement before such expiry which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.
That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make one or more market purchases (as defined in Section 693(4) of the 2006 Act) of its ordinary shares of 10p each ('ordinary shares') provided that:
a. the maximum number of ordinary shares hereby authorised to be purchased is 37,900,000 ordinary shares, having an aggregate nominal value of £3,790,000;
b. the maximum price (excluding expenses) which may be paid for an ordinary share is the higher of (i) an amount equal to 105% of the average market value of an ordinary share (derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out at the relevant time; and
c. the minimum price which may be paid for an ordinary share (excluding expenses) is the nominal value of an ordinary share;
and the authority hereby conferred shall expire (unless such authority is renewed by the Company in general meeting prior to such time) on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2026 and (ii) 30 September 2026, save that the Company may before such expiry enter into a contract for the purchase of ordinary shares which would or might be completed wholly or partly after such expiry and the Company may purchase ordinary shares pursuant to any such contract as if this authority had not expired.
That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.
Certified as a true copy
_________________ Mark Jenkins Company Secretary
Halma plc Misbourne Court Rectory Way Amersham Bucks HP7 0DE
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