Discoverie Group PLC — AGM Information 2018

Jul 26, 2018

GENERAL MEETING

26 July 2018

Resolutions

The following special resolution was passed at the General Meeting of discoverIE Group plc held on 26 July 2018.

• $\mathbf{1}$ . That:
• $1.1$ the appropriation of distributable profits of the Company (as shown in the interim accounts of the Company (to be filed with Companies House)) ("Relevant Dividends") having a total value of £7,724,202.26 (the "Relevant Dividends") be and is authorised;
• $1.2$ in relation to the financial assistance given by the Company to discoverIE Group plc Employee Benefit Trust (the "Employee Benefit Trust") by way of loan totalling less than £100,000, (the "EBT Payments) the appropriation of distributable profits of the Company as shown in the interim accounts of the Company (to be filed with Companies House) be and is authorised;
• $1.3$ any and all claims which the Company has or may have arising out of or in connection with the payment of the Relevant Dividends against its shareholders who appeared on the register of shareholders on the relevant record date for the Relevant Dividends (or the personal representatives and their successors in title (as appropriate) of a shareholder's estate if he or she is deceased) be waived and released, and a deed of release in favour of such shareholders (or the personal representatives and their successors in title (as appropriate) of a shareholder's estate if he or she is deceased) be entered into by the Company in the form produced to the General Meeting and initialled by the Chairman for the purposes of identification and any Director in the presence of a witness, any two Directors or any Director and the Company Secretary be authorised to execute the same as a Deed Poll for and on behalf of the Company; and
• $1.4$ any and all claims which the Company has or may have against each of its Related Party Directors or the personal representatives and their successors in title (as appropriate) of his or her estate if such Related Party Director is deceased, arising out of or in connection with the approval, declaration or payment of the Relevant Dividends and the EBT payments be waived and released and that a deed of release in favour of each of such Related Party Director (or the personal representatives and their successors in title of his or her estate if such Related Party Director is deceased), be entered into by the Company in the form produced to the General Meeting and initialled by the Chairman for purposes of identification and any Director in the presence of a witness, any two Directors or any Director and the Company Secretary be authorised to execute the same as a Deed Poll for and on behalf of the Company.

A NITTAN town

Joanna Harkus Madge Group Company Secretary

26 July 2018