RESOLUTIONS OF CURZON ENERGY PLC (Company)
Company number: 9976843
Passed on Tuesday 26 June 2018
At an annual general meeting of the Company duly convened and held at Amadeus House, Floral Street, London, WC2E 9DP, United Kingdom on Tuesday 26 June 2018 at 3.00pm, the following resolutions were duly passed, resolutions 1-8 as ordinary resolutions and resolutions 9 and 10 as special resolutions.
- 1. To receive the Company's annual accounts for the financial year ended 31 December 2016 together with the strategic report, the directors' report and the auditor's report on those accounts.
- 2. To receive the Company's annual accounts for the financial year ended 31 December 2017 together with the strategic report, the directors' report and the auditor's report on those accounts.
- 3. To re-appoint Thomas Wagenhofer as a director of the Company.
- 4. To re-appoint Owen May as a director of the Company.
- 5. To appoint Scott Kaintz as a director of the Company.
- 6. To re-appoint Crowe Clark Whitehill LLP as the Company's auditor to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company.
- 7. To authorise the directors or an audit committee of the Company to determine the auditor's remuneration.
- 8. THAT in accordance with Section 551 of the Companies Act 2006 (the "Act"), the directors of the Company (the "Directors") be generally and unconditionally authorised to allot Relevant Securities (as defined in the note to this resolution) or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £5,000,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date which is five years from the passing of this resolution save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities (as defined below in the note to this resolution) to be allotted and or Rights to be granted the Directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
This authority revokes and replaces all unexercised authorities previously granted to the Directors to allot Relevant Securities but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.
Note to resolution
Relevant Securities means:
- shares in the Company other than shares allotted pursuant to:
- o an employee share scheme (as defined by section 1166 of the Act);
- o a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or
- o a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security; and
- any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined by section 1166 of the Act). References to the allotment of Relevant Securities in the resolution include the grant of such rights.
- 9. THAT, subject to the passing of Resolution 8 above, and in accordance with section 570 of the Act, the Directors be given the general power to allot equity securities pursuant to Section 570 of the Act to allot equity securities (as defined by section 560 of the Act) pursuant to the authority conferred by Resolution 8 above, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal value of £5,000,000 and shall expire on the date falling 5 years after the date of the passing of this resolution (unless renewed, varied or revoked by the Company prior to or on such date), save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
- 10. THAT a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
Signed .....................................
Director and Company Secretary