AGM Information • Sep 21, 2022
AGM Information
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At the 2022 Annual General Meeting of the Company duly convened and held at Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Tuesday, 20 September 2022 at 10.30 a.m. the following resolutions were duly passed:
"THAT, in accordance with section 551 of the Companies Act 2006 (the "Companies Act"), and in addition to any existing authorities, the Directors be generally and unconditionally authorised to allot ordinary shares in the capital of the Company up to an aggregate nominal amount of £481,399.00 with such authority to expire on 19 December 2023 or, if earlier the date of the next annual general meeting of the Company save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares to be allotted after the expiry of such power and the Directors may allot ordinary shares in pursuance of such an offer or agreement as if such power had not expired."
THAT, subject to the passing of resolution 11, and in addition to any existing authorities, the Directors be generally and unconditionally authorised to allot equity securities (as defined in section 560(1) of the Companies Act) for cash under the authority conferred by that resolution and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Companies Act did not apply to any such allotment or sale, up to an aggregate nominal amount of £481,399.00 (being approximately 10 per cent. of the issued ordinary share capital of the Company at the date of this Notice), such power to expire on 19 December 2023 or, if earlier the date of the next annual general of the Company (unless previously renewed, varied or revoked by the Company in general meeting) save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require ordinary shares to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if such power had not expired.
THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act to make market purchases (within the meaning of section 693(4) of the Companies Act) of ordinary shares of £0.01 each in the capital of the Company, provided that:
(a) the maximum aggregate number of ordinary shares that may be purchased is 72,161,781;
(b) the minimum price (excluding expenses) which may be paid for each ordinary share is £0.01;
(c) the maximum price (excluding expenses) which may be paid for each ordinary share is an amount equal to the higher of:
(i) 105 per cent. of the average of the mid-market value of an ordinary share in the Company for the five business days prior to the day the purchase is made; and
(d) the authority conferred by this resolution shall expire on 19 December 2023 or, if earlier, at the conclusion of the Company's next annual general meeting save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.
THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice provided that this authority shall expire at the conclusion of the Company's next annual general meeting.
THAT:
(a) the appropriation of distributable profits of the Company (as shown in the audited financial statements of the Company for the financial year ended 31 March 2022) to the payment of the second interim dividend for the year ended 31 March 2022 of 2.0 pence per ordinary share paid by the Company on 7 January 2022 and the third interim dividend for the year ended 31 March 2022 of 2.0 pence per ordinary share paid by the Company on 1 April 2022 (together the "Interim Dividends") be and is authorised (by reference to the same record dates as the original accounting entries for the Interim Dividends);
(b) any and all claims which the Company has or may have arising out of or in connection with the payment of the Interim Dividends against its Shareholders who appeared on the register of members on the relevant record date for an Interim Dividend (or the personal representatives and their successors in title (as appropriate) of a Shareholder's estate if he or she is deceased) be waived and released, and a deed of release in favour of such Shareholders (or the personal representatives and their successors in title (as appropriate) of a Shareholder's estate if he or she is deceased) be entered into by the Company in the form produced to the meeting and initialled by the Chair for the purposes of identification and any Director in the presence of a witness, any two Directors or any Director and the Company Secretary be authorised to execute the same as a deed poll for and on behalf of the Company; and
(c) any and all claims which the Company has or may have against the Directors or the personal representatives and their successors in title (as appropriate) of his or her estate if such Director is deceased, arising out of or in connection with the approval, declaration or payment of the Interim Dividends be waived and released and that a deed of release in favour of each Director (or the personal representatives and their successors in title of his or her estate if such Director is deceased), be entered into by the Company in the form produced to the meeting and initialled by the Chair for purposes of identification and any Director in the presence of a witness, any two Directors or any Director and the Company Secretary be authorised to execute the same as a deed poll for and on behalf of the Company.
THAT, subject to the confirmation of the Court, the amount standing to the credit of the share premium account of the Company be reduced by £100 million and the amount by which the share premium account is so reduced be credited to a reserve.
Certified a true copy of the resolutions passed
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Gore Street Operational Management Limited Secretary
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