HEIQ PLC — AGM Information 2021

Jun 28, 2021

Company Number: 09040064

RESOLUTIONS

OF

HEIQ PLC

Passed on 25 June 2021

At the annual general meeting of HeiQ plc (the "Company"), duly convened and held in accordance with the Company's articles of association at Ruetistrasse 12 8952 Schlieren (Zurich) Switzerland on 25 June 2021, the following resolutions were duly passed:

ORDINARY RESOLUTION

11 That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 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 (Rights):

11.1 up to an aggregate nominal amount of £12,869,565; and

11.2 up to a further aggregate nominal amount of £12,869,565 provided that: (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006); and (ii) they are offered by way of a rights issue to holders (shareholders) of ordinary shares of £0.30 each in the capital of the Company (ordinary shares) on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or any other matter, provided that this authority shall expire on the date of the next Annual General Meeting of the Company after the passing of this Resolution or, if earlier, on 31 August 2022 save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

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SPECIAL RESOLUTIONS

12 That the Directors be and they are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 11 above and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment, provided that this power shall be limited to:

12.1 the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph 2 of Resolution 11 by way of rights issue only) in favour of the holders (shareholders) of ordinary shares of 30p each in the capital of the Company (ordinary shares) on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

12.2 the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph 1 of this Resolution 12) to any person or persons up to an aggregate nominal amount of £3,860,869, and shall expire upon the expiry of the general authority conferred by Resolution 11 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted or treasury shares sold after such expiry and the Directors shall be entitled to allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power conferred hereby had not expired.

13 That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of that Act) of ordinary shares of 30p each in the capital of the Company (ordinary shares) provided that:

13.1 the maximum number of ordinary shares that may be purchased is 12,869,565 representing approximately 10% of the issued ordinary share capital of the Company as at 7 May 2021;

13.2 the minimum price that may be paid for an ordinary share is 30p;

13.3 the maximum price that may be paid for an ordinary share is the higher of (i) an amount equal to 105% of the average of the middle-market prices shown in the quotation for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the

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ordinary share is contracted to be purchased and (ii) 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 13 will be carried out;

13.4 this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution unless previously renewed, varied or revoked by the Company in a general meeting the Company may enter into a contract to purchase its ordinary shares under this authority prior to its expiry, which contract will or may be executed wholly or partly after such expiry, and may purchase its ordinary shares in pursuance of any such contract.

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

Ross Ainger
Company Secretary

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