FISHER(JAMES)& SONS PLC — AGM Information 2021

Apr 29, 2021

James Fisher and Sons plc Company No. 00211475

RESOLUTIONS APPROVED BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 29 APRIL 2021

At the meeting of the members of James Fisher and Sons plc (the "Company") held on Thursday 29 April 2021 the resolutions below were passed.

The following resolution was passed as an Ordinary Resolution:

Resolution No. 14 - Authority to Allot Shares

That the Directors of the Company be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, and convert any security into, shares in the Company (Rights) up to an aggregate nominal amount of £4,155,424 provided that this authority shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2022, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and, that all authorities previously granted to the Directors to allot shares and grant Rights that remain unexercised at the conclusion of this meeting be and are hereby revoked.

The following resolutions were passed as Special Resolutions:

Resolution No. 15 -Disapply pre-emption (general) That subject to the passing of Resolution 14, the Directors be and are hereby given power to allot equity securities (as defined in section 560 of the Companies Act 2006 (the Act)) of the Company for cash pursuant to the authority conferred by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash, in either case as if section 561(1) of the Act did not apply to such allotment or sale provided that this power shall be limited to:

(a) the allotment of equity securities in connection with an offer of securities in favour of the holders of ordinary shares on the register of members at such record date as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders and other persons are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date, subject to such exclusions or

Resolution No.16 - Disapply pre-emption (acquisitions/ capital investments)

• other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
• (b) the allotment (otherwise than pursuant to sub-paragraph (a) above) to any person or persons of equity securities up to an aggregate nominal amount of £629,610, and shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2022, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

That subject to the passing of Resolution 14, the Directors be and are hereby given power in addition to any authority granted under Resolution 15 to allot equity securities (as defined in section 560 of the Companies Act 2006 (the Act)), for cash under the authority given by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash, in either case as if section 561 of the Act did not apply to any such allotment or sale, such authority

(a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £629,610; and

to be:

(b) 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 Directors of the Company determine to be an acquisition or other 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 shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2022, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities

Resolution No.17 - Authority to purchase own shares

Resolution No.18 - Notice of general meetings

Resolution No.19 - Amendment to Articles pursuant to any such offer or agreement as if the power conferred hereby had not expired.

That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the Act) to make one or more market purchases (within the meaning of section 693(4) of the Act) of up to a maximum aggregate of 2,518,439 ordinary shares of 25p each in the capital of the Company at a price per share (exclusive of expenses) of not less than 25p and not more than an amount equal to the higher of (a) 105 per cent of the average of the middle market quotations for such ordinary share, for the five business days immediately preceding the day of purchase and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; unless previously renewed, revoked or varied, such authority will expire at the conclusion of the next AGM of the Company, or, if earlier, at the close of business on 30 June 2022 save that the Company may purchase ordinary shares at any later date where such purchase is pursuant to any contract or contracts made by the Company before the expiry of this authority.

That any general meeting (other than an AGM) may be called on not less than 14 clear days' notice.

That, with effect from the end of the conclusion of the AGM, the Articles of Association produced to the meeting and initialled by the chairman of the meeting for the purposes of identification, be adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association.

I hereby certify that the above is a true and fair extract of the minutes of the Annual General Meeting of James Fisher and Sons plc held on 29 April 2021.

------------------------------------------------ Jim Marsh Company Secretary