Chemring Group PLC

author: Penny McKelvey
date: 2024-02-23 15:44:00+00:00

Registered No. 86662

THE COMPANIES ACTS

PUBLIC COMPANY LIMITED BY SHARES

ORDINARY AND SPECIAL RESOLUTIONS

CHEMRING GROUP PLC

(the “Company”)

At the Annual General Meeting of the Company, duly convened and held at the offices of Investec Bank, 30 Gresham Street, London EC2V 7QP at 11.00am on 23 February 2024, the following resolutions were passed as Ordinary and Special Resolutions:

ORDINARY RESOLUTION

SPECIAL RESOLUTIONS

| 16. | (a) “That the directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the “Act”) to:

allot shares in the Company, and to grant rights to subscribe for or convert any securities into shares in the Company:

up to an aggregate nominal amount of £919,729; and

comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £1,839,458 (including within such limit any shares issued or rights granted under paragraph (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 people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities;

and so that the directors may impose any limits or restrictions and make any arrangement 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;

for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 23 May 2025); and

(ii)    make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;

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(b) that subject to paragraph (c), all existing authorities given to the directors pursuant to section 551 of the Act be revoked by this resolution; and

(c) that paragraph (b) shall be without prejudice to the continuing authority of the directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.”
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| “That, subject to the passing of resolution 16 in the notice of the meeting and in place of all existing powers, the directors be generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in the Act) for cash, pursuant to the authority conferred by resolution 16 in the notice of the meeting as if section 561(1) of the Act did not apply to the allotment. This power:

(a) expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 23 May 2025), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and

(b) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 16(a)(i)(B), by way of a rights issue only):

(i) to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to people who hold other equity securities, if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,

and so that the directors may impose any 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;

(c) in the case of the authority granted under resolution 16(a)(i)(A), shall be limited to the allotment of equity securities for cash (otherwise than pursuant to paragraph (b) and (d)) up to an aggregate nominal amount of £275,918; and

(d) when any allotment of equity securities is or has been made pursuant to paragraph (c) (a “paragraph (c) allotment”), shall be limited to the allotment of additional equity securities for cash (also pursuant to the authority given under resolution 16(a)(i)(A)) up to an aggregate nominal amount equal to 20 per cent of the nominal amount of that paragraph (c) allotment, provided that any allotment pursuant to this paragraph (d) is for the purposes of a follow-on offer determined by the directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the meeting.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this resolution the words “pursuant to the authority conferred by resolution 16 in the notice of the meeting” were omitted.”

“That, subject to the passing of resolution 16 in the notice of the meeting and in addition to any power given to them pursuant to resolution 17 in the notice of the meeting, the directors be generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in the Act) for cash, pursuant to the authority conferred by resolution 16 in the notice of the meeting as if section 561(1) of the Act did not apply to the allotment. This power:

(b) in the case of the authority granted under resolution 16(a)(i)(A), shall be limited to the allotment of equity securities (otherwise than pursuant to paragraph (c)) for cash up to an aggregate nominal amount of £275,918 and provided that the allotment is for the purposes of financing (or refinancing, if the power is used within twelve months of the original transaction) a transaction which the directors determine 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 prior to the date of the notice of the meeting; and

(c) when any allotment of equity securities is or has been made pursuant to paragraph (b) (a “paragraph (b) allotment”), shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount equal to 20 per cent of the nominal amount of that paragraph (b) allotment, provided that any allotment pursuant to this paragraph (c) is for the purposes of a follow-on offer determined by the directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of meeting.

“That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares in the capital of the Company (“Shares”) on such terms and in such manner as the directors may from time to time determine, and where such Shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:

(a) the maximum aggregate number of Shares which may be purchased is 27,591,898;

(b) the minimum price (exclusive of expenses) which may be paid for a Share is the nominal value thereof;

(i) an amount equal to 105 per cent of the average of the middle market quotations for a Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which such Share is contracted to be purchased; and

an amount equal to the higher of the price of the last independent trade of a Share and the highest current independent bid for a Share on the trading venue where the purchase is carried out,

and (unless previously renewed, revoked or varied), this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on 23 May 2025 (whichever is the earlier), save that the Company may, before such expiry, make a contract to purchase Shares which would or might be executed wholly or partly after the expiry of this authority, and may make purchases of Shares pursuant to it as if this authority had not expired.

All previous unutilised authorities to make market purchases of Shares are revoked, except in relation to the purchase of Shares under a contract or contracts concluded before the date of this resolution and where such purchase has not yet been executed.”

“That the Company be and is hereby generally and unconditionally authorised, from the date of the passing of this resolution and expiring at the conclusion of the next annual general meeting of the Company, to hold general meetings (other than annual general meetings) on not less than fourteen clear days’ notice.”

Sarah Ellard
Group Legal Director & Company Secretary |
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