AGM Information • Jun 2, 2025
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The Companies Act 2006
COMPANY LIMITED BY SHARES
RESOLUTIONS
of
APTITUDE SOFTWARE PLC
PASSED 28 MAY 2025
At the annual general meeting of the Company duly convened and held at the Company’s registered office at 8th Floor, 138 Cheapside, London EC2V 6BJ on 28 May 2025 at 9:30 am, the following resolutions were duly passed as ordinary and special resolutions:
ORDINARY RESOLUTION
RESOLUTION 9 – ALLOTMENT OF SECURITIES
and, in both cases, 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, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
The authorisations pursuant to this Resolution shall expire at the conclusion of the Annual General Meeting of the Company in 2026, (unless the resolution is previously renewed, varied or revoked by the Company in a General Meeting). However, if the Company, before such authority expires, makes any offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after this authority expires, the Directors may allot such shares and grant rights to subscribe for or to convert any security into shares in pursuance of any such offer or agreement as if the authorisation conferred hereby had not expired.
SPECIAL RESOLUTIONS
RESOLUTION 10 – DISAPPLICATION OF PRE-EMPTION RIGHTS
The authority granted by this Resolution will expire at the conclusion of the Company’s next annual general meeting after the passing of this Resolution, save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.
This Resolution revokes and replaces all unexercised powers previously granted to the Directors pursuant to sections 570 and 573 of the CA 2006 to allot equity securities or sell treasury shares as if section 561 of the CA 2006 did not apply but without prejudice to any allotment of equity securities or sale of treasury shares already made or agreed to be made pursuant to such authorities.
RESOLUTION 11 – DISAPPLICATION OF ADDITIONAL PRE-EMPTION RIGHTS
The authority granted by this Resolution will expire at the conclusion of the Company’s next annual general meeting after the passing of this Resolution, save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.
RESOLUTION 12 – PURCHASE OF OWN SHARES
The authority conferred by this Resolution 12 shall expire at the conclusion of the next annual general meeting of the Company in 2026 (except in relation to the purchase of Ordinary Shares, the contract for which was concluded before such date and which is completed wholly or partly after such date) unless such authority is renewed prior to such time.
RESOLUTION 13 – NOTICE PERIOD FOR MEETINGS
__________________
Simon Kelly
Company Secretary
Date: 28 May 2025
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