MAJEDIE INV PLC

AGM Information • Sep 25, 2025

---

author: "Jakob Pitts"
date: 2025-02-27 11:53:00+00:00
processor: python-docx+mammoth
status: success

---

Company No 00109305

THE COMPANIES ACT 2006

PUBLIC LIMITED COMPANY

Notice of Resolutions passed of

Majedie Investments PLC (the “Company”)

At an Annual General Meeting of Majedie Investments PLC duly convened and held at the City of London Club, 19 Old Broad Street, London EC2N 1DS on 19 February 2025 at 12 noon, all of the resolutions put to the meeting were duly passed, including the following:

Ordinary Resolution

Resolution 12

THAT for the purposes of section 551 of the Companies Act 2006, in substitution for all existing authorities (but without prejudice to the exercise of any such authority prior to the passing of this resolution), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any securities into, ordinary shares of 10p each in the capital of the Company (“Ordinary Shares”) up to a maximum number of 5,294,579 Ordinary Shares, provided that:

a) the authority granted shall (unless previously renewed, varied or revoked) expire at the conclusion of the next annual general meeting of the Company, or if earlier, on the expiry of 15 months from the passing of this Resolution; and

b) the authority shall allow and enable the Directors to make an offer or agreement before the expiry of that authority which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of any such offer or agreement as if that authority had not expired.

Special Resolutions

Resolution 13

THAT, subject to the passing of resolution 12 above, the Directors be and are hereby generally and unconditionally empowered in accordance with sections 570 and 573 of the Companies Act 2006 (the “Act”), in substitution for all existing authorities (but without prejudice to the exercise of any such authority prior to the passing of this resolution, to allot, or make offers or agreements to allot, equity securities (within the meaning of section 560 of the Act) of the Company for cash pursuant to the authority conferred by resolution 12, and/or by way of a sale of treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment sale, provided that:

a) the power granted shall be limited to the allotment of equity securities wholly for cash up to a maximum number of 5,294,579 Ordinary Shares;

b) the authority granted shall (unless previously renewed, varied or revoked) expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 15 months after the passing of this resolution; and

c) the said power shall allow and enable the Directors to make an offer or agreement before the expiry of that power which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if that power had not expired.

Resolution 14

THAT, in substitution for all existing authorities (but without prejudice to the exercise of any such authority prior to the passing of this resolution), the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 (the “Act”) to make market purchases (within the meaning of section 693 of the Act) of ordinary shares of 10p each in the capital of the Company (“Ordinary Shares”) on such terms and in such manner as the directors of the Company from time to time may determine, provided that:

a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 7,944,519, or if less, 14.99% of the number of shares in issue (excluding ordinary shares held in treasury) immediately prior to the passing of this Resolution;

b) the minimum price which may be paid for each Ordinary Share (exclusive of expenses) is 10p;

c) the maximum price payable by the Company for each Ordinary Share (exclusive of expenses) is the higher of:

(i) 105% of the average of the middle market quotations of Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days prior to the date of the market purchase; and

(ii) the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the London Stock Exchange at the time the purchase is carried out.

d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on the expiry of 15 months from the passing of this Resolution, unless such authority is renewed, varied or revoked prior to such time; and

e) the Company may enter into a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract.

Resolution 15

THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than annual general meetings) on not less than 14 clear days’ notice, provided that this authority will expire at the conclusion of the next Annual General Meeting of the Company.