Discoverie Group PLC — AGM Information 2012

Jul 19, 2012

ANNUAL GENERAL MEETING

19 July 2012

Resolutions

The following resolutions were passed at the Annual General Meeting of Acal plc held on 19 July 2012.

• $\mathbf{1}$ That the financial statements for the year ended 31 March 2012, together with the directors and auditors reports thereon, be adopted.
• $\overline{2}$ That the final dividend of 5.50 pence per ordinary share be approved.
• 3 That the Directors' Remuneration Report as set out on pages 35 to 39 of the Annual Report and Accounts be approved.
• $\overline{4}$ That Mr N J Jefferies be re-elected as a Director of the Company.
• 5 That Mr G J Williams be re-elected as a Director of the Company.
• $6\overline{6}$ That Mr E A Barton be re-elected as a Director of the Company.
• $\overline{7}$ That Ernst & Young LLP be re-appointed as auditors of the Company to hold office from the conclusion of the Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
• 8 That the Directors be authorised to determine the remuneration of the auditors.
• 9 That, in substitution for all existing unexercised authorities, the authority conferred on the Directors by Article 7.2 of the Company's Articles of Association be renewed (unless previously renewed, varied or revoked) for a period ending on the earlier of the date of the Company's next Annual General Meeting or 18 October 2013 and, for that period, the Section 551 Amount is £474,663.

• $10¹$ That, in addition and without prejudice to the authority renewed in Resolution 9 above, the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot or grant rights to subscribe for or to convert any security into shares in the Company in connection with a rights issue by the Company of ordinary shares up to an aggregate nominal amount of £474,663 provided that this authority shall expire on the earlier of the date of the Company's next Annual General Meeting or 18 October 2013 save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Board may allot shares or grant such rights in pursuance of those offers or agreements as if this authority had not expired.

• For the purpose of this Resolution a rights issue means an offer to:

• (a) ordinary shareholders in proportion (as may be practicable) to their existing holdings; and
• (b) people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities.

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

• $11$ That the Company be authorised to issue and allot up to 764,224 new shares to the Trustee of the Acal plc Employee Benefit Trust to satisfy the exercise of nil-cost options granted to (a) Nick Jefferies on 31 March 2009 (which is exercisable over 584,777 shares) and (b) Simon Gibbins on 20 July 2010 (which was granted over a maximum of 179.447 shares subject to the satisfaction of performance conditions) provided that this number may be adjusted to reflect any variation in the Company's share capital to the extent that any adjustment is made to the number of shares over which the nil-cost options are or may become exercisable in accordance with their terms.
• $12$ That, in substitution for all existing authorities, the authority conferred on the Directors by Article 7.3 of the Company's Articles of Association be renewed (unless previously renewed, varied or revoked) for a period ending on the earlier of the date of the Company's next Annual General Meeting or on 18 October 2013 and, for that period, the Section 561 Amount is £71,199.
• 13 That, subject to the passing of Resolution 10 above, the Directors be and are hereby empowered pursuant to Section 570 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of the said Act) for cash pursuant to the authority conferred by Resolution 10 above as if sub-section (1) of Section 561 of the said Act did not apply to such allotment provided that this power shall expire on the earlier of the date of the Company's next Annual General Meeting or 18 October 2013 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

• 14 That, subject to the provisos hereto, the Company be and is hereby generally authorised to purchase any of its own ordinary shares of five pence each by a market purchase (as defined by Section 693 (4) of the Companies Act 2006) provided always that this power shall:

• (a) be limited to a purchase or purchases up to an aggregate of 2,847,980 issued ordinary shares of five pence each of the Company, representing 10 per cent of the Company's issued share capital as at 20 June 2012;

• (b) be limited to a purchase or purchases at a price per ordinary share (exclusive of dealing and other incidental costs and stamp duty) not below five pence and not above an amount equal to the higher of (i) 105 per cent of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased, and (ii) that stipulated by Article 5 (1) of the Buy-Back and Stabilisation Regulation 2003 (EC 2273/2003);

and

• (c) unless renewed, varied or revoked by the Company in general meeting expire on the earlier of the date of the Company's next Annual General Meeting or 18 October 2013 and the Company may make a purchase of its own shares in accordance with this authority after the expiry of the said time limit imposed above where the contract of purchase is concluded before such authority expires and the Company is hereby permitted to make a contract of purchase which would or might be executed wholly or partly after the authority shall have expired.
• 15 That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Resolutions 12, 13, 14 and 15 were passed as special resolutions.

G P Shilling Secretary

19 July 2012