AVATION PLC — AGM Information 2021

Nov 25, 2021

Company No. 07118170

The Companies Act 2006

Company Limited by Shares

____________________________________________

SPECIAL RESOLUTION

____________________________________________

of

Avast plc

(the "Company")

(Passed on 18 November 2021)

At a general meeting of the Company duly convened and held at the offices of White & Case LLP, 5 Old Broad Street, London, EC2N 1DW at 3.15 p.m. on 18 November 2021, the following resolution was duly passed as a special resolution:

THAT:

• (a) for the purpose of giving effect to the scheme of arrangement dated 28 October 2021 (the "Scheme") between the Company and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the chairman hereof, in its original form in the document sent to shareholders of the Company dated 28 October 2021 or subject to any modification, addition or condition agreed between the Company and Nitro Bidco Limited ("Bidco"), a wholly owned subsidiary of NortonLifeLock Inc. ("NortonLifeLock"), and approved or imposed by the High Court of Justice in England and Wales (the "Court"), the directors of the Company (or a duly authorised committee thereof) be and are hereby authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;
• (b) with effect from the passing of this resolution, the Articles of Association of the Company be and hereby are amended by the adoption and inclusion of the following new article 160:

"160. Scheme of Arrangement

• (a) In this Article, the "Scheme" means the scheme of arrangement dated 28 October 2021 between the Company and the Scheme Shareholders (as defined in the Scheme) under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Justice in England and Wales and agreed by the Company, NortonLifeLock Inc. ("NortonLifeLock") and Nitro Bidco Limited ("Bidco") and (save as defined in this Article 160) expressions defined in the Scheme shall have the same meanings in this Article 160.
• (b) Notwithstanding any other provision of these Articles or the terms of any resolution, whether ordinary or special, passed by the Company in any general meeting, if the Company issues any shares (other than to Bidco, any subsidiary or holding company of Bidco and/or any nominee(s) of Bidco) at any time on or after the adoption of this Article and at or before the Scheme Record Time, such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such shares shall be bound by the Scheme accordingly.
• (c) Notwithstanding any other provision of these Articles and, subject to the Scheme becoming Effective, if any shares are issued to any person (a "New Member") (other than under the Scheme or to Bidco, any subsidiary or holding company of Bidco and/or any nominee(s) of Bidco at any time after the Scheme Record Time) (the "Post-Scheme Shares"), they shall be immediately transferred to Bidco (or as Bidco may direct) in consideration for (subject as hereinafter provided) the payment to the New Member of the Relevant Consideration (as defined in Article 160(e) below).
• (d) On any reorganisation of, or material alteration to, the share capital of either the Company or Bidco (including, without limitation, any subdivision or consolidation) carried out after the Effective Date (of the Scheme), the value of the Relevant Consideration shall be adjusted by the directors in such manner as the auditors of the Company may determine to be appropriate to reflect such reorganisation or alternation. References in this Article to shares shall, following such adjustment, be construed accordingly.
• (e) In this Article, "Relevant Consideration" means the payment to the New Member of the same consideration, consisting of a combination of cash and New NortonLifeLock Shares (after the deduction of any tax and social security contributions their employer or any other company is required to withhold or account for in respect of that consideration) for each Post-Scheme Share as the relevant New Member would have been entitled to pursuant to the Scheme had each Post-Scheme Share been a Scheme Share (as defined in the Scheme). The New Member will either receive the (default) Majority Cash Option or, if NortonLifeLock, Bidco and the Company agree (in their discretion) prior to the Effective Date to extend the ability to elect for the Majority Stock Option and/or make a Currency Conversion Election to New Members (other than New Members in Restricted Jurisdictions), may make such an election (or elections) with respect to their consideration.
• (f) To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney or agent for the New Member to transfer the Post-Scheme Shares to Bidco and/or its nominee(s) and do all such other things and execute and deliver all such documents (whether as a deed or otherwise) as may in the opinion of the attorney or agent be necessary or desirable to vest the Post-Scheme Shares in Bidco or its nominee(s) and, pending such vesting, to exercise all such rights attaching to the Post-Scheme Shares as Bidco may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of Bidco) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by Bidco. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member in favour of Bidco and/or its nominee(s) and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register Bidco and/or its nominee(s) as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. Bidco shall, subject to paragraph (d) of this Article, pay (or procure the payment of) the Relevant Consideration per Post-Scheme Share as soon as practicable and in any event within 45 business days of the issue of the Post-Scheme Shares to the New Member.
• (g) This Article shall cease to be effective if the Scheme shall not have become effective on or before 11.59 on 31 December 2022 (or such later date, if any, as Bidco and the Company may agree, either as required by the Panel or with its consent, and the Court (if required) may allow (the "Long Stop Date")). If the Scheme has not become effective by the Long Stop Date this Article 160 shall be of no effect.
• (h) Notwithstanding any other provision of these Articles, both the Company and the directors shall refuse to register the transfer of any shares between the Scheme Record Time notified to Scheme Shareholders in respect of the Scheme and the Effective Date.
• (i) No amounts of cash less than one penny shall be paid to any New Member pursuant to this Article and the aggregate amount of cash to which a New Member would otherwise have become entitled shall be rounded down to the nearest whole penny.
• (i) Conditional upon and with effect from the sanctioning of the Scheme by the Court, the Company, or such other person as may be appointed by the Company, be appointed as agent of the Scheme Shareholders for the purposes of undertaking and carrying into effect, and is hereby irrevocably authorised to undertake and carry into effect, any and all such steps, actions, matters and procedures as may, in the opinion of the agent, be considered necessary, desirable or appropriate pursuant to English law in connection with the allotment, issue and settlement of the New NortonLifeLock Shares pursuant to the Scheme."; and
• (c) = subject to and conditional upon the Scheme becoming effective, pursuant to section 97 of the Companies Act 2006, the Company be re-registered as a private limited company with the name "Avast Limited" to take effect following approval by the Registrar of Companies.

DocuSigned by: John Schwarz 5EEE9232699F4F5...

John Schwarz

Chairman of the General Meeting

Avast plc

18 November 2021