FULLER,SMITH & TURNER PLC — AGM Information 2014

Jul 24, 2014

Company No. 241882

Fuller, Smith & Turner P.L.C.

The Companies Act 2006

PUBLIC COMPANY LIMITED BY SHARES

Passed: 24 July, 2014

At the Annual General Meeting of shareholders and class meetings of the holders of B ordinary shares and the holders of C ordinary shares, all held on Thursday 24 July, 2014, the following Resolutions were duly passed (in the case of Resolutions 9, 11, 12 and 14 as Special Resolutions).

The Chairman moved, and it was resolved as a Special Resolution that. $9₁$ subject to and conditional upon the passing of (i) the resolution of the holders of the 'B' ordinary shares of 4p each in the capital of the Company and (ii) the resolution of the holders of the 'C' ordinary shares of 40p each in the capital of the Company, the articles of association in the form produced to the meeting and signed for the purpose of identification by the Chairman be adopted as the new articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company.

It was resolved that the Directors be generally and unconditionally $10.$ authorised in accordance with Section 551 of the Companies Act 2006 and in substitution for any previous authority to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £1,116,342.

This authority will expire at the conclusion of the next Annual General Meeting or on 23 October 2015, whichever is earlier (unless and to the extent that such authority is renewed or varied prior to such date) but so that the Company may before the expiry of such authority make an offer or agreement which would or might require shares to be allotted or Rights to be granted after the expiry of such authority and the Directors may allot shares or grant Rights pursuant to such an offer or agreement as if the authority conferred hereby had not expired.

$11.$ The Chairman moved, and it was resolved as a Special Resolution that the Directors be empowered pursuant to Section 570 of the Companies Act 2006 and in substitution for any previous authority to allot equity securities (as defined by Section 560 of the Companies Act 2006) for cash pursuant to the authority granted by resolution 10 above, as if Section 561(1) of the

Companies Act 2006 did not apply to any such allotment up to an aggregate nominal amount of £1,116,342 representing 4.9% of the total issued ordinary share capital of the Company including treasury shares.

This authority will expire at the next Annual General Meeting or on 23 October 2015, whichever is earlier, but so that the Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after the expiry of such authority and the Directors may allot equity securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired.

It was resolved as a Special Resolution that the Company be $12.$ unconditionally and generally authorised pursuant to and in accordance with Section 701 of the Companies Act 2006 to make market purchases, as defined by Section 693(4) of the Companies Act 2006, of its 'A' ordinary shares, provided that:

the maximum number of shares that may be acquired under this $(i)$ authority is 4,848,083 'A' ordinary shares of 40p;

the minimum price that may be paid for each 'A' ordinary share is 40p; $(ii)$

the maximum price (excluding expenses) which may be paid for each 'A' $(iii)$ ordinary share is 5% over the average middle market price based on the London Stock Exchange Daily Official List for the five business days immediately preceding the purchase;

the 'A' ordinary shares purchased under this authority may be held as $(iv)$ treasury shares to be used in connection with, among other purposes, the Company's Long Term Incentive Plan and/or other share option schemes; and

the authority will expire on the earlier of the date of the next Annual $(v)$ General Meeting and 23 January 2016 except in relation to a purchase of shares contracted before expiry of the authority.

It was resolved that, subject to and conditional upon the passing of: $13.$

resolution 9 above: $(i)$

the resolution of the holders of B ordinary shares of 4p each in the $(ii)$ capital of the Company; and

the resolution of the holders of C ordinary shares of 40p each in the $(iii)$ capital of the Company;

the terms of the agreement entered into between the Company and James Kendrick Morgan and Fiona MacDonald Hewitt, as executors of the estate of the late Mrs Sylvia Bridget Stuart, dated 17 June 2014 (the "Purchase" Contract") pursuant to which the Company may make the off-market purchase (as defined by section 693(2) of the Companies Act 2006) of 3,558,009 B ordinary shares from James Kendrick Morgan and Fiona MacDonald Hewitt, be approved and authorized generally and for the purpose of section 694 of the Companies Act 2006 and that the Company be authorized to make such offmarket purchase of 3,558,009 B ordinary shares from James Kendrick Morgan and Fiona MacDonald Hewitt pursuant to the terms of the Purchase Contract, provided that this authority shall expire on 29 August 2014 or, if earlier, the day immediately following the day on which the purchase of

3,558,009 B Shares by the Company becomes unconditionally effective.

It was resolved as a Special Resolution that a general meeting, other $14.$ than an Annual General Meeting, may be called on not less than 14 clear days' notice in writing.

Garaha

Séverine Garnham

Company Secretary