CHESNARA PLC — AGM Information 2012

May 21, 2012

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS

nf CHESNARA PLC

At an annual general meeting of the Company duly convened and held on 18th May 2012, the following Resolutions were duly passed of which Resolution 11 was passed as an Ordinary Resolution and Resolutions 12, 13 and 14 were passed as Special Resolutions:

Ordinary Resolution

$11$ Authority to Allot Relevant Securities

That the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares ("Allotment Rights"), but so that:

• the maximum amount of shares that may be allotted or made the subject of Allotment $(a)$ Rights under this authority are shares with an aggregate nominal value of £3,790,005, of which:
• $(i)$ one-half may be allotted or made the subject of Allotment Rights in any circumstances: and
• the other half may be allotted or made the subject of Allotment Rights $(ii)$ pursuant to any rights issue (as referred to in the Financial Services Authority's listing rules) or pursuant to any arrangements made for the placing or underwriting or other allocation of any shares or other securities included in, but not taken up under, such rights issue;
• $(b)$ this authority shall expire 18 months after the passing of this resolution or, if earlier, on the date of the Company's next Annual General Meeting;
• $(c)$ the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry; and
• all authorities vested in the directors on the date of the notice of this meeting to allot $(d)$ shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked.

Special Resolutions

Disapplication of Pre-emption Rights $12^°$

That, subject to the passing of resolution 11 in the Notice convening this meeting, the directors be and they are empowered, pursuant to section 570 of the Companies Act 2006, to allot equity securities (as defined in section 560 of that Act) pursuant to the authority contained in the foregoing resolution numbered 11 as if section 561 of that Act did not apply to such allotment, provided that this power shall be limited to:

• the allotment of equity securities in connection with any rights issue or open offer $(a)$ (each as referred to in the Financial Services Authority's listing rules) or any other preemptive offer that is open for acceptance for a period determined by the directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, any such shares or other securities being represented by depositary receipts, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and
• the allotment of equity securities for cash (otherwise than as mentioned in sub- $(b)$ paragraphs (a) and (b) above) provided that the maximum aggregate nominal value of equity securities allotted does not exceed £287,619,

and shall expire 18 months after the passing of this resolution or, if earlier, on the date of the Company's next Annual General Meeting save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry.

Power to Purchase Own Shares $13$

That the Company be and is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693 of that Act) on the London Stock Exchange of ordinary shares of 5p each in the capital of the Company, provided that:

• the maximum aggregate number of ordinary shares hereby authorised to be $(a)$ purchased is 11,484,865;
• the minimum price (exclusive of expenses) which may be paid for such ordinary $(b)$ shares is 5p per share;
• the maximum price (exclusive of expenses) which may be paid for such ordinary $(c)$ shares is the maximum price permitted under the Financial Services Authorities listing rules or, in the case of a tender offer (as referred to in those rules), 5% above the average of the middle market quotations for the ordinary shares derived from the Daily Official List of the London Stock Exchange for the five business days before the date on which the terms of the tender offer are announced;
• the authority hereby conferred shall expire 18 months after the passing of this $(d)$ resolution or, if earlier, on the date of the Company's next Annual General Meeting; and

$(e)$ the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

Notice of general meetings $14$

n.

That a general meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.

Talan Keller Director

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