ASA INTERNATIONAL GROUP PLC — AGM Information 2019

May 29, 2019

Company No: 11361159

ASA INTERNATIONAL GROUP PLC (the "Company")

Ordinary & Special Resolutions In

Passed on 29 May 2019

The Companies Act 2006

At the Annual General Meeting of the Company, duly convened and held at 30 Gresham Street, London EC2V 7QP on Wednesday 29 May 2019, the following resolutions were proposed and duly passed:

Ordinary Resolution

1. THAT the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company pursuant to, and in accordance with, Section 551 of the Act, 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 of £333,333 (such amount to be reduced by the nominal amount allotted or granted under part b) below in excess of such sum); and

b. comprising equity securities (as defined in Section 560(1) of the Act) up to a nominal amount of £666,666.66 (such amount to be reduced by any allotments or grants made under part a) above) in connection with an offer by way of a rights issue:

i. to holders of Ordinary Shares in proportion (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, if the Directors otherwise consider it necessary, as permitted by the rights of those securities,

and so that the Directors may 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, provided that these authorities shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2020 or at the close of business on 28 August 2020, whichever is the sooner, save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authorities conferred hereby had not expired.

Special Resolutions

1. THAT the Company be authorised, generally and unconditionally in accordance with Section 701 of the Act to make market purchases (as defined in Section 693(4) of the Act) of its Ordinary Shares, such power to be limited:

a. to a maximum number of Ordinary Shares with an aggregate nominal value of up to £100,000; b. by the condition that the Company does not pay less (exclusive of expenses) for each Ordinary Share than the nominal value of such share, and that the maximum price which may be paid for an Ordinary Share (exclusive of expenses) is the higher of:

i. 5 per cent over the average of the closing middle-market quotations of an Ordinary Share for the five business days

immediately preceding the date on which the Company agrees to buy the shares concerned, based on share prices published in the Daily Official List of the London Stock Exchange; and

ii. the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue where the purchase is carried out.

Such authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2020, or at the close of business on 15 August 2020, whichever is the sooner, provided that if the

Company has agreed before such expiry to purchase Ordinary Shares where these will or may be executed (either wholly or in part) after the authority terminates the Company may complete such a purchase as if the authority conferred hereby had not expired.

1. THAT a general meeting of the Company (not being an Annual General Meeting) may be called on notice of not less than 14 clear days, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2020.

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