DAR Global PLC

AGM Information • Nov 7, 2018

The Companies Acts 1931 to 2004

Isle of Man

PUBLIC COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS¹

of

HANSARD GLOBAL plc

(the Company")

The following special resolutions¹ were passed at the Annual General Meeting of the Members of the Company, duly convened and held at Harbour Court, Lord Street, Douglas, Isle of Man IM99 1QL on 7 November 2017:

SPECIAL RESOLUTIONS 1

Ordinary Resolution 12 - Authority for the Company to Purchase Its Own Shares

IT WAS RESOLVED that the Company be and is hereby generally and unconditionally authorised for the purposes of Section 13 of the Companies Act 1992 to make market purchases of ordinary shares of the Company, provided that:

• (i) the maximum aggregate number of ordinary shares which may be purchased is 5,000,000;
• (ii) the maximum price (excluding expenses) which may be paid for any ordinary share does not exceed the higher of: (1) 5% above the average closing price of such shares for the five business days on the London Stock Exchange prior to the date of purchase and (2) the higher of the last independent trade and the highest current independent bid on the London Stock Exchange;
• (iii) the minimum price (excluding expenses) which may be paid for any ordinary share is 50 pence per share; and
• (iv) this authority shall expire upon the earlier of: (1) the conclusion of the Annual General Meeting of the Company to be held in 2019; and (2) fifteen months from the date upon which this resolution is passed, unless such authority is renewed prior to that time (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).

Special Resolution 13 - Directors' Authority to Allot Shares

IT WAS RESOLVED that the Directors be and they are hereby generally and unconditionally authorised to exercise in respect of the Allotment Period (as defined in the Company's Articles of Association) commencing on the day following the Company's Annual General Meeting convened for 7 th November 2018 and ending on the earlier of the date of the Company's Annual General Meeting to be held in 2019 and (if earlier) fifteen months following the Annual General Meeting convened for 2018, all the powers of the Company to allot for cash equity securities up to an aggregate nominal amount equal to £3,000,000 (6,000,000 ordinary shares) and the aggregate nominal amount of shares issued in connection with any employees' share scheme as if article 6 of the Company's Articles of Association did not apply to such allotment.

¹ Resolutions relating to special business only