Bytes Technology Group PLC

AGM Information • Jul 23, 2021

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author: WK Groenewald
date: 2021-07-23 08:44:00+00:00

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Bytes Technology Group plc

(incorporated and registered in England and Wales under number 12935776)

ANNUAL GENERAL MEETING

Bytes House, Randalls Way, Leatherhead, Surrey, KT22 7TW, UK

Thursday, 22 July 2021 at 10am (BST)/11am (SAST)

RESOLUTIONS AND RESULTS OF ANNUAL GENERAL MEETING

Following the Annual General Meeting (‘AGM’ or ‘the meeting’) of Bytes Technology Group plc (‘Bytes’ or ‘the company’) held at Bytes House, Randalls Way, Leatherhead, Surrey, KT22 7TW, UK, on Thursday, 22 July 2021 at 10am (BST)/11am (SAST), the following resolutions where duly passed by the requisite majority of votes. Resolutions 1 to 13 inclusive were passed as ordinary resolutions and resolutions 14 to 17 inclusive as special resolutions.

Resolutions

Annual Report and Accounts

Resolution 1: To receive the company’s Annual Report and Accounts for the financial year ended 28 February 2021 together with the Directors’ Report and the Auditor’s Report.

Remuneration Report and Policy

Resolution 2: To approve the Directors’ Remuneration Report for the financial year ended 28 February 2021.

Resolution 3: To approve the Directors’ Remuneration Policy for the financial year ended 28 February 2021.

Directors

Resolution 4: To elect Patrick De Smedt as a Director of the company.

Resolution 5: To elect Neil Murphy as a Director of the company.

Resolution 6: To elect Keith Richardson as a Director of the company.

Resolution 7: To elect Mike Phillips as a Director of the company.

Resolution 8: To elect Alison Vincent as a Director of the company.

Resolution 9: To elect David Maw as a Director of the company.

Auditors

Resolution 10: To appoint Ernst & Young LLP as auditors, to hold office from the conclusion of the meeting until the conclusion of the next general meeting of the Company at which accounts are laid.

Resolution 11: To authorise the Audit Committee of the company (for and on behalf of the Board) to determine the remuneration of the auditors.

Authority to allot shares

Resolution 12: That the directors be generally and unconditionally authorised, pursuant to and in accordance with Section 551 of the Companies Act 2006 (‘the act’), to exercise all the powers of the company to allot shares in the company or grant rights to subscribe for, or to convert any security into, shares:

up to an aggregate nominal amount (within the meaning of Sections 551(3) and (6) of the act) of £798,274, which is equivalent to one third of the total issued ordinary share capital of Bytes as at 15 June 2021; and

comprising equity securities (as defined in Sections 560 of the act) up to an aggregate nominal amount (within the meaning of Sections 551(3) and (6) of the act) of £1,596,549 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with or pursuant to an offer by way of a rights issue:

(i) in favour of ordinary shareholders in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them on the record date for such allotment; and

(ii) to holders of any other class of equity securities entitled to participate therein or if the directors consider it necessary, as permitted by the rights of those securities,

in each case subject to such exclusions or other arrangements as the directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever,

provided that this authority shall expire at the conclusion of the annual general meeting of the company to be held in 2022, or at close of business on 21 October 2022 (whichever occurs first) save that the company may before such expiry make an offer or enter into an agreement which would, or might, require shares to be allotted, or rights to subscribe for, or to convert securities into, shares to be granted, after such expiry and the directors may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Political donations

Resolution 13: That, in accordance with section 366 of the Companies Act 2006 (‘the act’), the company and any company which is, or becomes, a subsidiary of the company at any time during the period for which this resolution has effect, be authorised to:

make donations to political parties and/or independent election candidates not exceeding £50,000;

make political donations to political organisations, other than political parties, not exceeding £50,000; and

incur political expenditure not exceeding £50,000, as such terms are defined in Part 14 of the act during the period beginning on the date of the passing of this resolution and ending on the date of the company’s next annual general meeting, provided that the aggregate of all expenditure under paragraphs (a), (b) and (c) shall not exceed £50,000 in total.

Authority to disapply pre-emption rights

Resolution 14: That, subject to the passing of resolution 12 above, the directors be generally empowered pursuant to Sections 570 and 573 of the Companies Act 2006 (‘the act’) 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 to sell ordinary shares (as defined in Section 560(1) of the Act) held by the company as treasury shares for cash, as if Section 561 and sub-sections (1) to (6) of Section 562 of the act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and sale of treasury shares:

in connection with or pursuant to an offer of, or invitation to acquire, equity securities (but in the case of the authority granted under paragraph (b) of resolution 12, by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and

in the case of the authority granted under paragraph (a) of resolution 12 and/or in the case of any sale of treasury shares, (and otherwise than under paragraph (a) of this resolution) up to an aggregate nominal amount of £ 119,741,

provided that this power shall expire at the conclusion of the annual general meeting of the company to be held in 2022 or at close of business on 21 October 2022 (whichever occurs first), save that the company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the directors may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Authority to disapply pre-emption rights for purposes of acquisitions and other capital investment

Resolution 15: That, subject to the passing of resolutions 12 above and in addition to the power granted under resolution 14, the directors be generally empowered pursuant to Sections 570(1) and 573 of the Companies Act 2006 (‘the act’) to allot equity securities (within the meaning of Section 560 of the act) of the company for cash pursuant to the authority conferred by paragraph (a) of such resolution 12 and to sell ordinary shares (within the meaning of Section 560(1) of the act) held by the company as treasury shares for cash, as if Section 561 and sub-sections (1) to (6) of section 562 of the act did not apply to any such allotment or sale, provided that this power shall be:

limited to the allotment of equity securities for cash and sale of treasury shares up to an aggregate nominal amount of £ 119,741; and

used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors have determined to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group before the date of this notice, or for any other purposes as the company in general meeting may at any time by special resolution determine,

provided that this power shall expire at the conclusion of the annual general meeting of the company to be held in 2022 or at close of business on 21 October 2022 (whichever occurs first), save that the company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the directors may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Authority for the company to purchase its ordinary shares

Resolution 16: To authorise the company generally and unconditionally for the purposes of Section 701 of the Companies Act 2006 (‘the act’) to make market purchases (within the meaning of Section 693(4) of the act) of any of its ordinary shares of £0.01 ('ordinary shares') each on such terms and in such manner as the directors may from time to time determine, provided that:

the maximum number of ordinary shares which may be purchased is 23,948,233;

the minimum price which may be paid for each ordinary share is £0.01 (being the nominal value of an ordinary share) which amount shall be exclusive of expenses, if any;

the maximum price (exclusive of expenses, if any) which may be paid for each ordinary share is an amount equal to the higher of:

105% of the average of the middle market quotations of the ordinary shares of the company as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and

the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;

if given, this power will expire at the conclusion of the annual general meeting of the company to be held in 2022 (or on 21 October 2022, whichever occurs first); and

under the authority the company may make a contract to purchase ordinary shares which would or might be executed wholly or partly after the expiry of this authority and may make purchases of ordinary shares pursuant to it as if this authority had not expired.

Calling of general meetings on 14 clear days’ notice

Resolution 17: That a general meeting other than an annual general meeting may be called on no fewer than 14 clear days’ notice.

By order of the Board.

WK Groenewald FCG

Group Company Secretary

Bytes Technology Group plc

23 July 2021