Derwent London PLC

AGM Information • May 14, 2021

RESOLUTIONS

OF

DERWENT LONDON PLC

(Incorporated and registered in England and Wales under number 01819699)

The following resolutions (required to be filed with the Registrar of Companies) were passed at the Annual General Meeting of Derwent London plc on 14 May 2021.

ORDINARY RESOLUTION

• 1. That the Board be generally and unconditionally authorised under section 551 of the Companies Act 2006 to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
• (A) up to a nominal amount of £1,865,837 (such amount to be reduced by any allotments or grants made under paragraph (B) below in excess of such sum); and
• $(B)$ comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of £3,732,234 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue^.
  • to ordinary shareholders in proportion (as nearly as may be practicable) to their $(i)$ existing holdings; and
  • to holders of other equity securities as required by the rights of those securities or $(ii)$ as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers 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, such authorities to apply until the end of next year's AGM (or, if earlier, until the close of business on 14 August 2022) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

SPECIAL RESOLUTIONS

• 1. That if resolution 18 is passed, the Board be given power to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:
• (A) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of resolution 18, by way of a rights issue only):
  • to ordinary shareholders in proportion (as nearly as may be practicable) to their $(i)$ existing holdings; and
  • $(ii)$ to holders of other equity securities, as required by the rights of those securities or. as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers 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;

(B) in the case of the authority granted under paragraph (A) of resolution 18 and/or in the case of any sale of treasury shares for cash, to the allotment of equity securities or sale of treasury shares in connection with a scrip dividend scheme or similar arrangement implemented in accordance with the articles of association of the Company; and

(C) in the case of the authority granted under paragraph (A) of resolution 18 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraphs (A) and (B) above) of equity securities or sale of treasury shares up to a nominal amount of £279,904,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 14 August 2022) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

• 1. That if resolution 18 is passed, the Board be given power in addition to any power granted under resolution 19 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:
• (A) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £279,904; and
• used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines 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 this notice, such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 14 August 2022) but, in each case, during this period the Company may make offers, and enter into agreements which would. or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
• 1. That the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares, provided that:
• (A) the maximum number of ordinary shares hereby authorised to be purchased is 11,196,141;
• (B) the minimum price which may be paid for an ordinary share is 5 pence and the maximum price which may be paid for an ordinary share is the highest of:
  • an amount equal to 5 per cent, above the average market value of an ordinary share $(i)$ for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
  • the higher of the price of the last independent trade and the highest current $(ii)$ independent bid on the trading venues where the purchase is carried out at the relevant time, in each case, exclusive of expenses,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 14 August 2022) but in each case so that during this period the Company may enter into a contract to purchase ordinary shares which would, or might be, completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended.

• 1. That the articles of association produced to the meeting and initialled by the chair of the meeting for the purpose of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.
• 1. That a general meeting other than an AGM may be called on not less than 14 clear days' notice.

$227$