Bridgepoint Group PLC — AGM Information 2023

Oct 19, 2023

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

BRIDGEPOINT GROUP PLC

(Company Number: 11443992)

Passed on Thursday 19 October 2023

At a general meeting of the Company duly convened and held at 5 Marble Arch, London, W1H 7EJ on 19 October 2023 at 12:00 p.m. the following resolutions were duly passed.

Unless otherwise defined in these resolutions, defined terms used have the meaning given to them in the Circular published on 2 October 2023.

Ordinary Resolutions

Resolution 1

That:

• a) subject to the passing of Resolution 2, the proposed acquisition of ECP HoldCo by Bridgepoint (the "Transaction"), on the terms set out in the purchase and sale agreement (the "PSA") entered into between inter alia, Bridgepoint, the Seller Parties and the Buyer Parties and certain related documents, the principal terms of which are summarised in Part III (Principal Terms and Conditions of the Transaction) of the Circular to Shareholders accompanying this Notice of General Meeting be and is approved: (i) as a Class 1 Transaction (for the purposes of Chapter 10 of the FCA's Listing Rules); and (ii) as a Related Party Transaction (for the purposes of Chapter 11 of the FCA's Listing Rules); and
• b) the Directors (or a duly appointed committee of the Directors) be and are authorised to conclude and implement the Transaction in accordance with the terms of the PSA and all agreements entered or to be entered into pursuant to or in connection with the Transaction and to do or procure to be done all such acts and things on behalf of the Company and each of its subsidiaries as they may, in their absolute discretion, consider necessary or desirable to implement and give effect to, or otherwise in connection with, the Transaction and any matters incidental to the Transaction, with such amendments, modifications, variations or revisions thereto as are not of a material nature.

Resolution 2

That, subject to the passing of Resolution 1, without prejudice to all existing authorities conferred on the Directors, the Directors be and are authorised in accordance with section 551 of the Companies Act to exercise all powers of the Company to allot new ordinary shares in the capital of the Company (the "Relevant Shares"), credited as fully paid, for the purposes of the Transaction, up to an aggregate nominal amount of £16,000, and which authority shall expire on the date falling five years after the date on which this Resolution is passed, save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Shares to be allotted and the Directors may allot Relevant Shares pursuant to such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

Special Resolution

Resolution 3

That, subject to the passing of Resolution 2, the Directors be and are hereby authorised in accordance with section 571 of the Companies Act to allot the Relevant Shares as defined in Resolution 2, up to an aggregate nominal amount of £16,000, as if section 561 of the Companies Act did not apply to any such allotment, and which authority shall expire on the date falling five years after the date on which this Resolution is passed, save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Shares to be allotted and the Directors may allot Relevant Shares pursuant to such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

David Plant Group Company Secretary Bridgepoint Group plc