Frasers Group PLC

AGM Information • Sep 18, 2024

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author: Lisa Flury
date: 2024-09-18 11:06:00+00:00

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FRASERS GROUP PLC

COMPANY NO. 6035106

(‘Company’)

NOTICE TO COMPANIES HOUSE

At an Annual General Meeting of the members of the above-named company duly convened and held at Unit D, Brook Park East, Shirebrook, NG20 8RY on 18 September 2024, the following Resolutions were duly passed:

RESOLUTION 16:

ORDINARY RESOLUTION – AUTHORITY TO ALLOT SECURITIES

That the board of Directors of the Company (the “Board”) be and hereby is generally and unconditionally authorised, pursuant to 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 or to convert any security into shares in the Company (a) up to a maximum aggregate nominal amount of £15,010,534 (representing approximately one third of the nominal value of the Company’s issued ordinary share capital (excluding treasury shares) as at 15 August 2024, the latest practicable date prior to the publication of this Notice); and (b) equity securities (as defined by section 560 of the Act) up to a further aggregate nominal amount of £15,010,534 (representing approximately one third of the nominal value of the Company’s issued ordinary share capital (excluding treasury shares) as at 15 August 2024, the latest practicable date prior to the publication of this Notice) in connection with an offer by way of a rights issue, and that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange. This authority shall expire at the close of the next AGM of the Company, save that in each case the Company may before the expiry of such period, make offers and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Board may allot shares in the Company and grant rights under any such offer or agreement as if this authority had not expired.

This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot equity securities in the Company but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

RESOLUTION 17:

SPECIAL RESOLUTION – DISAPPLICATION OF PRE-EMPTION RIGHTS

That, if resolution 16 is passed, the Board be authorised to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to (a) the allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors only (in the case of the authority granted under resolution 16(b)), to (i) holders of ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be practicable) to the respective number of ordinary shares deemed to be held by them; and (ii) holders of other equity securities if this is required by the rights of those securities or, if the Board considers it necessary, as permitted by the rights of those securities, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; (b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 17(a) above) up to a nominal amount of £4,503,160; and (c) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 17(a) or paragraph 17(b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph 17(b) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice, such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 18 December 2025 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

RESOLUTION 18:

SPECIAL RESOLUTION – PURCHASE OF OWN SHARES

That if resolution 16 is passed, the Board be authorised in addition to any authority granted under resolution 17 to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to (a) the allotment of equity securities or sale of treasury shares up to a nominal amount of £4,503,160, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be either an acquisition or a specified 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 (b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 18(a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph 18(a) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice, such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 18 December 2025) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

RESOLUTION 19

SPECIAL RESOLUTION – GENERAL MEETINGS

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

Robert Palmer

Company Secretary

18 September 2024