Discoverie Group PLC — AGM Information 2014

Jun 23, 2014

Acal plc

GENERAL MEETING

23 JUNE 2OI4

Resolutions

The following resolutions were passed at the General Meeting of Acal plc held on 23 June 2014:

Resolution 1 (Special Resolution)

THAT:

• (a) the terms of the Rights lssue be and are hereby approved and the Directors be and are hereby directed to implement the Rights lssue on the basis described in the Prospectus and be and are generally and unconditionally authorised to exercise all powers of the Company as necessary in connection with the implementation of the Rights lssue;
• (b) without prejudice to the authority conferred on the Directors at the last annual general meeting of the Company, the Directors be and are hereby generally and unconditionally authorised to exercise all the 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 the Rights lssue and the Acquisition up to an aggregate nominal amount of Ê1,651,979,45, such authority to apply until the end of the Company's next Annual General Meeting 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;
• (c) without prejudice to the authority conferred on the Directors at the last annual general meeting of the ' ' Company, ihe Directors be authorised to allot equity securities (as defined by section 560(1) of the Companies Act 2006) in the Company for cash up to 32,559,589 ordinary shares for the purposes of the Éights lssue and the Acquisition as if section 561 of the Companies Act 2006 did not apply, such authorìty to apply until the end of the Company's next Annual General Meeting, save that the Compañy may make offers and enter into agreements during the relevant period which would, or might, require equity securities to be allotted after the authority ends and the Directors may allot equity securities under any such offers or agreements as if the authority had not ended.

Resolution 2 (Ordinarv Resolution)

THAT the proposed acquisition of the entire issued and to be issued share capital (the "Acquisition") of Noratel on the terms and subject to the conditions contained in the Sale and Purchase Agreement (as defined in the Prospectus) be and is hereby approved and the Directors (or any duly constituted committee thereof) be authorised to: (i) take all steps necessary or desirable to execute, complete and give effect to the Sale and Purchase Agreement and the documents referred to in the Sale and Purchase Ãgreement in accordance with their respective terms and conditions, or otherwise in connection with, and to implement, the Acquisition; and (ii) to make such non-material modifications, variations, revisions, waivers, amendments or extensions of any of the terms and conditions of the Acquisition, the Sale and Purchase Agreement and/or any other documents or arrangements relating thereto, in either case as the Directors or any committee shall in their absolute discretion deem fit.

ry 23 June 201