Cairn Homes Plc — AGM Information 2017

May 17, 2017

Special Resolution of Cairn Homes Plc (the Company) passed at the Annual General Meeting on 17 May 2017

• 1. "THAT the Directors be and are hereby empowered, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, to allot equity securities (within the meaning of the said Section 1023(1)) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 6 of this Notice of AGM as if Section 1022(1) did not apply to any such allotment, such power being limited to:
• (a) the allotment of equity securities in connection with any offer of securities, open for a period fixed by the Directors, by way of rights issue, open offer or otherwise in favour of the holders of equity securities and/or any persons having or who may acquire a right to subscribe for equity securities in the capital of the Company (including, without limitation, any persons entitled or who may become entitled to acquire equity securities under any of the Company's share option schemes or share incentive plans then in force) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may reasonably be) to the respective number of equity securities held by them, and subject thereto, the allotment by way of placing or otherwise of any equity securities not taken up in such issue or offer to such persons as the Directors may determine; and, generally, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements and/or arising in respect of any oversees shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory; and/or
• (b) the allotment of equity securities up to a nominal aggregate amount equal to: (i) in the event that Admission in relation to the Capital Raise (as those terms are defined in Resolution 6 above in the Notice of AGM) has, as at the date of the AGM, occurred €67,425 (representing approximately 10% of the Enlarged Issued Ordinary Share Capital (as defined in Resolution 6 above in the Notice of AGM); or otherwise (ii) €51,666, (representing approximately 10% of the issued share capital of the Company as at the close of business on 24 March 2016).

provided that such power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this special resolution, or at the close of business on the date which is 15 calendar months after the passing of this special resolution, whichever is the earlier, unless previously varied, revoked or renewed, and provided further that the Company may before such expiry make an offer or agreement which would or might require equity securities (as defined by the said Section 1023) to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired."

• 1. "THAT pursuant to Section 1074 of the Companies Act 2014, the Company and any subsidiary of the Company be and they are each hereby generally authorised to make overseas market purchases (as defined by Section 1072 of that Act) of ordinary shares in the capital of the Company on such terms and conditions and in such manner as the Directors may determine from time to time; but subject however to the provisions of that Act and to the following restrictions and provisions:
• (a) the maximum number of ordinary shares authorised to be acquired shall not exceed 10% of the ordinary share capital in issue in the Company as at close of business on the day on which this Resolution is passed;
• (b) the minimum price (excluding expenses) which may be paid for any ordinary share shall be an amount equal to the nominal value thereof; and
• (c) the maximum price (excluding expenses) which may be paid for any ordinary share shall be the higher of:
  • (i) 5% above the average of the mid-market quotations of the Company's ordinary shares taken from the London Stock Exchange Daily Official List for the five United Kingdom business days prior to the day the purchase is made; and

(ii) either: (1) the amount stipulated by Article 5(1) of Commission Regulation (EC) No. 2273/2003 (the MAD Regulation), being the value of an ordinary share calculated on the basis of the higher of the price quoted for: (i) the last independent trade of, and (ii) the highest current independent bid or offer for, any number of ordinary shares on the trading venue(s) where the purchase pursuant to the authority conferred by this resolution will be carried out; or (2) following a repeal of the MAD Regulation, the amount stipulated in accordance with applicable regulatory technical standards developed pursuant to Article 5 of Regulation No. 596/2014 of the European Parliament and Council;

provided that such authority shall expire on close of business on the date of the next annual general meeting of the Company after the date of passing this Resolution or the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier), unless previously varied, revoked or renewed by special resolution in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company may, before such expiry, enter into a contract for the purchase of ordinary shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired."

• 1. "THAT, for the purposes of Section 1078 of the Companies Act 2014, the re-allotment price range at which any treasury shares (as defined by the said Section 106 of that Act) for the time being held by the Company may be re-allotted off-market shall be as follows:
• (a) the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the "Appropriate Price"; and
• (b) the minimum price at which a treasury share may be re-allotted off-market shall be an amount equal to 95% of the "Appropriate Price" (provided always that no treasury share shall be issued at a price lower than its nominal value); and
• (c) for the purposes of sub-paragraphs (a) and (b) above, the expression "Appropriate Price" shall mean the average of the five amounts resulting from determining whichever of the following ((i), (ii) or (iii) specified below) in relation to shares of the class of which such treasury share is to be re-allotted shall be appropriate in respect of each of the five United Kingdom business days immediately preceding the day on which the treasury share is re-allotted, as determined from information published by or under the authority of the London Stock Exchange reporting the business done on each of those five United Kingdom business days:
  • (i) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or
  • (ii) if there shall be only one dealing reported for the day, the price at which such dealing took place; or
  • (iii) if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day;

and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular day, then that day shall not count as one of the said five United Kingdom business days for the purposes of determining the Appropriate Price. If the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price is to be determined on the basis of the equivalent information (as the Directors may in their sole discretion determine) published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent,

provided that such authority shall expire on close of business on the date of the next annual general meeting of the Company after the date of passing this resolution or the date which is 15 calendar months after the date of passing this Resolution (whichever is earlier), unless previously varied, revoked or renewed by special resolution. The Company may before such expiry make a contract for the re-allotment of treasury shares which would or might be wholly or partly executed after such expiry and may make a re-allotment of treasury shares pursuant to any such contract as if the authority hereby conferred had not expired."

1. "THAT the Company be authorised, subject to and in accordance with the provisions of the Transparency (Directive 2004/109/EC) Regulations, 2007 (as amended) (the "Regulations") and the Articles of Association of the Company, to deliver, give, send, convey or supply any notices, documents, share certificates or information to the members and holders of debt securities (within the meaning of the Regulations) of the Company by means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means including without limitation, by delivering, giving, sending, conveying or supplying such notices, documents or information by electronic mail or by making such notices, documents or information available on a website."