EUROCELL PLC — AGM Information 2017

May 19, 2017

RESOLUTIONS

of

EUROCELL PLC

PASSED 19 MAY 2017

At the Annual General Meeting of the above-named Company duly convened and held at Fairbrook House, Clover Nook Road, Alfreton, Derbyshire DE55 4RF on 19 May 2017 the following resolutions were duly passed, as to resolutions 1 to 12 and 17 as ordinary resolutions and as to resolutions 13 to 16 as special resolutions:

• 1. To receive and adopt the accounts for the year ended 31 December 2016, together with the Reports of the Directors and of the Auditors thereon.
• 1. To re-appoint PricewaterhouseCoopers LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
• 1. To authorise the Audit and Risk Committee of the Company to determine the remuneration of the auditors of the Company.
• 1. To approve the Directors' Remuneration Report for the year ended 31 December 2016 (other than Part A which is a summary of the Company's remuneration policy) as set out in the Company's Annual Report and Accounts for the year ended 31 December 2016.
• 1. To declare a final dividend for the year ended 31 December 2016 of 5.7p per ordinary share, to be paid on 24 May 2017 to members whose names appear on the register of members at the close of business on 28 April 2017.
• 1. To re-elect as a Director Michael Scott, who retires in accordance with Article 112 of the Company's Articles of Association.
• 1. To re-elect as a Director Martyn Coffey, who retires in accordance with Article 112 of the Company's Articles of Association.
• 1. To re-elect as a Director Patrick Kalverboer, who retires in accordance with Article 112 of the Company's Articles of Association.
• 1. To re-elect as a Director Mark Kelly, who retires in accordance with Article 112 of the Company's Articles of Association.
• 1. To re-elect as a Director Robert Lawson, who retires in accordance with Article 112 of the Company's Articles of Association.
• 1. To re-elect as a Director Francis Nelson, who retires in accordance with Article 112 of the Company's Articles of Association.
• 1. THAT subject to and in accordance with Article 15 of the Articles of Association of the Company:

• (i) the Board be and it is hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (in substitution for any existing authority to allot shares) to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £33,333.33 provided that such authority shall expire on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired, and further,

• (ii) the Board be and it is hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the said Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of £33,333.33 provided that this authority shall expire on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution 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 authority conferred hereby had not expired.
• 1. THAT, subject to the passing of resolution 12 as set out in the notice of this meeting, and in accordance with Article 16 of the Articles of Association of the Company, the Board be 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 general authority conferred by resolution 12 as set out in the notice of this meeting as if section 561(1) of the said Act did not apply to such allotment, provided that this power shall be limited to allotments of equity securities:
• (i) in connection with or pursuant to an offer by way of rights, open offer or other preemptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and

• (ii) otherwise than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount of £5,000.00, and such power shall expire on the conclusion of the next Annual General Meeting of the Company or 15 months after the passing of this resolution (whichever is the earlier) 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 by this resolution had not expired.

• 1. THAT, subject to the passing of resolution 12 as set out in the notice of this meeting, and in accordance with Article 16 of the Articles of Association of the Company, the Board be authorised pursuant to section 570 of the Companies Act 2006 in addition to any authority granted under resolution 13 as set out in the notice of this meeting to allot equity securities (as defined in section 560 of said Act) for cash pursuant to the general authority conferred by resolution 12 as set out in the notice of this meeting as if section 561(1) of the said Act did not apply to such allotment, provided that this power shall be limited to allotments of equity securities:
• (i) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £5,000.00; and
• (ii) 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 another 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,

and such power shall expire on the conclusion of the next Annual General Meeting of the Company or 15 months after the passing of this resolution (whichever is the earlier) 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 by this resolution had not expired.

• 1. THAT, the Company be generally and unconditionally authorised, pursuant to Article 9 of the Articles of Association of the Company and pursuant to section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to 10,000,000 ordinary shares of 0.1p each in the capital of the Company (being 10 per cent of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
• (i) the amount paid for each share (exclusive of expenses) shall not be more than the higher of:

a) 105 per cent of the average market value of an ordinary share in the Company taken from the Daily Official List of London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased; and

b) an amount equal to the higher of the price of the last independent trade of an ordinary share in the Company and the highest current independent bid for an ordinary share in the Company as derived from the Daily Official List of London Stock Exchange plc;

(ii) the minimum price which may be paid for each ordinary share is 0.1p per share; and

• (iii) the authority herein contained shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2018 or on 18 November 2018, whichever is earlier, provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.
• 1. THAT, as permitted by section 307A of the Companies Act 2006, any general meeting of the Company (other than the Annual General Meeting of the Company) shall be called by notice of at least 14 clear days in accordance with the provisions of the Articles of Association of the Company provided that the authority of this Resolution shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2018.
• 1. That the Company be authorised to make donations to political parties, to independent election candidates and to political organisations and to incur political expenditure (in each case as defined in Part 14 of the Companies Act 2006) not exceeding £100,000.00 in total during the period of one year beginning with the date of the 2017 Annual General Meeting.

Gerald Copley

Company Secretary