Future PLC — AGM Information 2015

Feb 4, 2015

RESOLUTIONS OF FUTURE PLC

Passed on 4 February 2015

At the Annual General Meeting of the Company held on 4 February 2015 the following Resolutions were duly passed:

ORDINARY RESOLUTIONS

• That, in substitution for any existing authority, the Directors be and are hereby generally and $11.$ unconditionally authorised in accordance with 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 securities into, shares in the Company:
• 11.1 in connection with an offer by way of a rights issue (comprising equity securities as defined by section 560 of the Act), up to an aggregate nominal amount of £2,225,000 (such amount to be reduced by the nominal amount of any relevant securities allotted under paragraph 11.2 below):
  • to holders of Ordinary shares in proportion (as nearly as may be practicable) to $(a)$ their respective holdings; and
  • to holders of any other equity securities as required by the rights of those $(b)$ securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
• in any other case, up to an aggregate nominal amount of £1,112,500 (such amount to $11.2$ be reduced by the nominal amount of any equity securities allotted under paragraph 11.1 above in excess of £1,112,500), at any time or times during the period beginning on the date of the passing of this resolution and ending following the conclusion of the Company's next Annual General Meeting or, if earlier, on 31 March 2016 (unless previously revoked or varied by the Company in General Meeting) save that the Company may before expiry of this authority make an offer or agreement which would or might require relevant securities to be allotted after its expiry and the Directors may allot relevant securities pursuant to such an offer or agreement as if the authority hereby conferred had not expired.

SPECIAL RESOLUTIONS

• The Chairman proposed that the Directors be and are hereby authorised, subject to the $13.$ passing of resolution 11, pursuant to Article 3.2 and section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred upon it for the purposes of section 551 of the Act by resolution 11; provided that such authority shall be limited to:
• (a) the allotment of equity securities in connection with an offer by way of a rights issue, open offer or pre-emptive offer to holders of Ordinary shares on the register of members of the Company on a date fixed by the Directors where the equity securities

to be allotted to existing shareholders shall be in proportion (as nearly as may be) to their respective holdings and, if the rights attaching to any other equity securities so provide, in favour of the holders of those equity securities in accordance with such rights, but subject to such exclusions or other arrangements as the Directors consider necessary or expedient in connection with Ordinary shares representing fractional entitlements or on account of either legal or practical problems arising in connection with the laws of any territory, or of the requirements of any generally recognised regulatory body or stock exchange in any territory; and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £166,889 (representing just under 5% of the issued share capital of the Company as at 11 December 2014).

Such authority shall expire at the conclusion of the Company's next Annual General Meeting or, if earlier, on 31 March 2016 (save 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 its expiry and the Directors may allot equity securities pursuant to such an offer or agreement as if the power hereby conferred had not expired.

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

Director