Future PLC — AGM Information 2020

Feb 5, 2020

RESOLUTIONS OF FUTURE PLC

Passed on 5 February 2020

At the Annual General Meeting of the Company held on 5 February 2020 the following Resolutions were duly passed:

ORDINARY RESOLUTIONS

• 1. That, in substitution for any existing authority, the Directors be and are hereby generally and 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:
  2. 13.1 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 £9,801,426 (such amount to be reduced by the nominal amount of any relevant securities allotted under paragraph 13.2 below):
     • (a) to holders of Ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their respective holdings of Ordinary shares in the capital of the Company; and
     • (b) to holders of any other equity securities as required by the rights of those 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

13.2 in any other case, up to an aggregate nominal amount of £4,900,713 (such amount to be reduced by the nominal amount of any equity securities allotted under paragraph 13.1 above in excess of £4,900,713), 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 4 May 2021 (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

1. That, if resolution 13 is passed, the Directors be authorised to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by that resolution (in accordance with section 570(1) of the Act) and/or to sell Ordinary shares held by the Company as treasury shares (in accordance with section 573 of the Act) for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be

limited to:

(a) the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph 13.1 of resolution 13, by way of a rights issue only):

in favour of holders of Ordinary shares in the capital of the Company, = where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of Ordinary shares in the capital of the Company held by them; and

(ii) to holders of any other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

• (b) the allotment, otherwise than pursuant to sub-paragraph (a) above, of equity securities up to an aggregate nominal value equal to £735,107, such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 4 May 2021 (unless previously revoked or varied by the Company in General Meeting 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.
• 1. That, if resolution 13 is passed, the Board be authorised in addition to any authority granted under resolution 15 to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by that resolution (in accordance with section 570(1) of the Act) and/or to sell Ordinary shares held by the Company as treasury shares (in accordance with section 573 of the Act) for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be:
  2. (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £735,107; and
  3. (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 Board of the Company determines 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,

such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 4 May 2021 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equities 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.

• 1. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
• 1. That article 13.3 of the Articles of Association of the Company be and is hereby deleted and replaced with the following:

"The remuneration of the Directors for their services as such (excluding amounts payable shall net under other provisions of these Articles) shall be determined by the Board be Someous under other provisions of these Articles) onal be an such greater sum as the Company may from time to time determine by ordinary resolution. Such sum (unless otherwises in directed by ordinary resolution of the Company) shall be divided amongst the firectors in directed by ordinary resolution of the Board may determine or, failing such determination, equally."

Director