Genus PLC — AGM Information 2016

Nov 17, 2016

GENUS PLC

COMPANY NUMBER: 2972325

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF GENUS PLC

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At the Annual General Meeting of Genus plc (the 'Company') duly convened and held at Buchanan Communications, 107 Cheapside, London EC2V 6DN at 11.00am on 17 November 2016, the following resolutions were passed:

As Ordinary Resolutions:

• 1. That the Directors be 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 security into, shares in the Company up to a maximum aggregate nominal amount of either:
• 13.1 if resolution 17 is not passed, £1,488,966.30 being 14,889,663 ordinary shares of 10 pence each ('Ordinary Shares'), representing 24.4% of the issued share capital of the Company; or
• 13.2 in the event of, and conditional upon, the passing of resolution 17:
  • 13.2.1 £2,036,657.90 being 20,366,579 Ordinary Shares representing one third of the issued share capital of the Company; and
  • 13.2.2 £2,036,657.90 being 20,366,579 Ordinary Shares representing a further third of the issued share capital of the Company, provided that (i) they are equity securities (within the meaning of section 560(1) of the Act) and (ii) they are offered by way of a rights issue,

such authority to expire on the conclusion of the Company's Annual General Meeting next following or, if earlier, the close of business on the day which is 15 months after the date on which this resolution is passed but so that the Company may, before the expiry of such period, make an offer or agreement which would or might require shares to be allotted or such rights to be granted after such expiry and

the Directors may allot shares and grant rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

In this resolution, 'rights issue' means an offer of equity securities open for acceptance for a period fixed by the Directors to holders on the register on a fixed record date (as the Directors may determine) in proportion as nearly as may be to the respective numbers of Ordinary Shares held by them on any such record date and to other holders of equity securities entitled to participate therein, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any fractional entitlements or legal or practical difficulties under the laws of, or the requirement of any recognised regulatory body or any stock exchange in, any territory or by virtue of shares being represented by depositary receipts or any other matter.

As Special Resolutions:

• 14 That subject to and conditional on the passing of resolution 13, the Directors be empowered, pursuant to sections 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 13 or by way of a sale of treasury shares as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
• 14.1 in connection with an offer of securities (but in the case of the authority granted under paragraph 13.2.2 of resolution 13 above an offer of such securities by way of rights issue only); and
• 14.2 otherwise than pursuant to sub-paragraph 14.1 above, up to an aggregate nominal amount of £305,498.68 being 3,054,986 Ordinary Shares representing not more than 5% of the issued share capital of the Company as at 5 October 2016 (being the latest practicable date before publication of this Notice),

and shall expire upon the expiry of the general authority conferred by resolution 13 above, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired.

In this resolution, 'rights issue' has the same meaning as given in resolution 13.

1. That subject to and conditional on the passing of resolution 13, the Directors be authorised in addition to any authority granted under resolution 14 to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 13 or by way of a sale of treasury shares as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be:

2. 15.1 limited to the allotment of equity securities up to an aggregate nominal amount of £305,498.68 representing not more than 5% of the issued share capital of the Company as at 5 October 2016 (being the latest practicable date before publication of this Notice); and

3. 15.2 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 upon the expiry of the general authority conferred by resolution 13 above, save that the Company may, before such expiry, make an offer or agreement which would, or might, require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired.

• 1. That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the Directors think fit provided that:
• 16.1 the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 6,109,973 (representing 10% of the Company's issued ordinary share capital as at 5 October 2016, being the latest practicable date before publication of this Notice);
• 16.2 the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is 10 pence;
• 16.3 the maximum price, exclusive of any expenses, which may be paid for an Ordinary Share is an amount equal to the higher of: (a) 105% of the average of the middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately before the day on which such share is contracted to be purchased; and (b) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution 16 will be carried out; and

• 16.4 the authority conferred by this resolution shall expire on the conclusion of the Company's Annual General Meeting next following or the close of business on the day which is 15 months after the date of its passing (whichever occurs first) unless previously renewed, varied or revoked by the Company in general meeting, except that the Company may, before such expiry, enter into a contract for the purchase of Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which will or may be completed by or executed wholly or partly after the expiration of this authority, and may purchase its Ordinary Shares in pursuance of any such contract.

• 1. That:
• 17.1 the current Articles of the Company ('Current Articles') be amended by deleting all the provisions formerly in the Company's Memorandum of Association ('Memorandum') which, by virtue of section 28 of the Act, are treated as provisions of the Company's Articles; and
• 17.2 the Articles produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the new Articles (the 'New Articles') of the Company in substitution for, and to the exclusion of, the Current Articles.
• 1. That a General Meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice and that such authority shall expire on the conclusion of the Company's Annual General Meeting next following.

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Dan Hartley

Company Secretary

17 November 2016