Discoverie Group PLC

AGM Information • Aug 19, 2020

---

date: 2020-08-19 08:56:00+00:00

DISCOVERIE GROUP PLC

ANNUAL GENERAL MEETING

19 August 2020

Resolutions

The following resolutions were passed at the Annual General Meeting of discoverIE Group plc held on 19 August 2020.

To receive and adopt the Financial Statements for the year ended 31 March 2020, together with the Reports of the Directors and the Auditor thereon (the “Annual Report and Accounts”).

To approve the Directors’ Remuneration Report as set out on pages 102 to 121 of the Company’s Annual Report and Accounts for the year ended 31 March 2020.

To re-elect Malcolm Diamond as a Director.

To re-elect Nick Jefferies as a Director.

To re-elect Simon Gibbins as a Director.

To re-elect Bruce Thompson as a Director.

To re-elect Tracey Graham as a Director.

To elect Clive Watson as a Director.

To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company to hold office from the conclusion of this Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.

To authorise the Directors to determine the remuneration of the Auditor.

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 November 2021 and, for that period, the Section 551 Amount is £1,490,931.

That, in addition and without prejudice to the authority renewed in Resolution 11 above, the Directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 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 comprising equity securities (as defined in Section 560 of the Companies Act 2006) in connection with a rights issue by the Company of ordinary shares up to an aggregate nominal amount of £1,490,931 provided that this authority shall expire on the earlier of the date of the Company’s next Annual General Meeting or 18 November 2021 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:

ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

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, or any other matter.

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 November 2021 and, for that period, the Section 561 Amount is £223,639.

That, in addition and without prejudice to the authority renewed in Resolution 13 above, the Directors be and are 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 comprising equity securities (as defined in Section 560 of the Companies Act 2006) for cash, and/or 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, provided that this authority shall be in connection with an acquisition by the Company or specified capital investment up to an aggregate nominal amount of £223,639, and provided that this authority shall expire on the earlier of the date of the Company’s next Annual General Meeting or 18 November 2021 save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Board may allot equity securities and sell treasury shares in pursuance of such an offer or agreement, as if the power conferred hereby had not expired.

For the purpose of this Resolution ‘specified capital investment’ means: one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

That, subject to the passing of Resolution 12 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 12 above as if sub-section (1) of Section 561 of the said Act did not apply to any such allotment provided that this power shall expire on the earlier of the date of the Company’s next Annual General Meeting or 18 November 2021 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Board may allot equity securities and sell treasury shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

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:

be limited to a purchase or purchases up to an aggregate of 8,945,591 issued ordinary shares of five pence each of the Company, representing approximately 10 per cent. of the Company’s issued share capital;

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) the price of the last independent trade and the highest current independent bid on the London Stock Exchange as stipulated by Regulatory Technical Standards adopted by the European Commission pursuant to Article 5(6) of the Market Abuse Regulation; and

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 November 2021 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.

That, subject to the passing of Resolution 11, the Directors be and are hereby authorised:

to offer to any holder of ordinary shares in the Company, the right to elect to receive ordinary shares credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Directors) of all or any dividend on such terms as the Directors shall determine subject to the terms provided in the Company’s Articles of Association, from time to time, for the period of three years from the date of the passing of this Resolution; and

for the purposes of any offer made pursuant to paragraph (a) of this Resolution, to capitalise such amount standing to the credit of any reserve or account of the Company as may be necessary and apply the same in paying up and allotting and issuing new ordinary shares in the Company to the ordinary shareholders who have, or are deemed to have, validly accepted such an offer in accordance with their respective entitlements.

That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice.

That the Company and all companies that are its subsidiaries at any time during the period for which this Resolution is effective are generally and unconditionally authorised, in accordance with Section 366 of the Companies Act 2006, to:

make political donations to political parties or independent election candidates not exceeding £100,000 in aggregate for all such companies taken together;

make political donations to political organisations other than political parties not exceeding £100,000 in aggregate for all such companies taken together; and

incur political expenditure not exceeding £100,000 in aggregate for all such companies taken together,

during the period beginning on the date of this Resolution and ending at the conclusion of the Company’s next Annual General Meeting or, if earlier, on 18 November 2021.

For the purposes of this Resolution, ‘political donation’, ‘political parties’, ‘independent election candidates’, ‘political organisation’ and ‘political expenditure’ have the meanings given to them in Part 14 CA 2006.

That:

the 2020 Company Share Option Plan (the “2020 CSOP”), the principal terms of which are summarised in Appendix 1 below, and the rules of which are produced at the meeting and initialled by the Chairman of the meeting for the purposes of identification, be and are hereby approved;

the Directors be and are hereby authorised to make any amendments to the rules of the 2020 CSOP, including any amendments to comply with institutional investor guidelines or to take account of any statutory, fiscal or exchange requirements, as long as the overall limits contained in the 2020 CSOP continue to apply and do all other acts and things they may consider necessary, or expedient, to implement and operate the 2020 CSOP; and

the Directors be and are hereby authorised to establish further plans based on the 2020 CSOP but modified to take into account local tax, exchange control or securities laws in overseas territories provided that any shares made available under such plans are treated as counting against the limits on individual and overall participation in the 2020 CSOP.

Resolutions 12 to 16 and 18 were passed as special resolutions.

……………………………………..

Greg Davidson

Group General Counsel &

Company Secretary

19 August 2020