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ContourGlobal PLC — AGM Information 2018
Apr 10, 2018
9182_rns_2018-04-10_fc76f86e-0a01-4108-a19c-8231b970fc7d.pdf
AGM Information
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ORDINARY RESOLUTION
OF
ContourGlobal plc (the "Company")
Passed on 10 April 2018
At a general meeting of the Company (the "Meeting") duly convened and held at the offices of Davis Polk & Wardwell London LLP at 5 Aldermanbury Square, London, EC2V 7HR on 10 April 2018, the following resolution was duly passed, as an ordinary resolution:
Ordinary Resolution
THAT the proposed acquisition by the Company (or any nominated subsidiary of the Company) of Acciona Termosolar, S.L.U. (the "Acquisition"), substantially on the terms and subject to the conditions of the share purchase agreement dated 27 February 2018 by and among ContourGlobal Mirror 2 S.à r.l., ContourGlobal Terra Holdings S.à r.l., the Company and Acciona Energía, S.A.U. (the "Share Purchase Agreement"), as described in Part III (Summary of the Principal Terms and Conditions of the Acquisition) of the circular of the Company dated 21 March 2018 (the "Circular") of which this notice forms part, and all other agreements and ancillary documents contemplated by the Share Purchase Agreement, be and are hereby approved and the directors of the Company (the "Directors") (or any duly authorised committee thereof) be and are hereby authorised:
- (a) to do or procure to be done all such acts and things on behalf of the Company and any of its subsidiaries as the Directors (or any duly authorised committee thereof) consider necessary, desirable or expedient to implement, or otherwise in connection with, the Acquisition; and
- (b) to agree such modifications, variations, revisions, waivers, extensions, additions or amendments to any of the terms and conditions of the Acquisition and/or to any documents relating to it, as the Directors (or any duly authorised committee thereof) may in their absolute discretion think fit, provided such modifications, variations, revisions, waivers, extensions, additions or amendments are not of a material nature.