HSS HIRE GROUP PLC — AGM Information 2016

Jun 15, 2016

Company Number: 09378067

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

Resolutions of HSS Hire Group plc (the "Company")

Passed 15 June 2016

At the Annual General Meeting of the members of the Company convened and held on 15 June 2016, the following special resolutions were duly passed:

As a Special Resolution:

Resolution 14: Disapplication of pre-emption rights

That, in place of all existing powers, the Directors of the Company be generally empowered, pursuant to sections 570 and 573 of the Act, to allot equity securities (as defined in the Act) in the Company for cash pursuant to the authority conferred by resolution 12 as if section 561 of the Act did not apply to such allotment. This power:

• (a) expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on the date that is 15 months after the date this resolution is passed), but 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 that offer or agreement as if this power had not expired; and
• (b) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under Resolution 12(a)(i)(B), by way of a rights issue only):
• (i) to the holders of Ordinary Shares in proportion (or as nearly as may be practicable) to their existing holdings; and

(ii) to people who hold other equity securities, if this is required by the rights of those securities, or, if the directors consider it necessary, as permitted by the rights of those securities,

except that the Directors may impose any limits or restrictions and make arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(c) in the case of the authority granted under Resolution 12(a)(i)(A), shall be limited to the allotment of equity securities for cash (otherwise than pursuant to paragraph (b) above) up to an aggregate nominal amount of £154,760.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if, in the first paragraph of this resolution, the words "pursuant to the authority conferred by Resolution 12" in the notice of the meeting were omitted.

As a Special Resolution:

Resolution 15: Authority to purchase own shares

That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of its Ordinary Shares, subject to the following conditions:

• (a) the maximum number of Ordinary Shares authorised to be purchased is 15,476,190;
• (b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is £0.01 (being the nominal value of an Ordinary Share);
• (c) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is the higher of:
• (iii) an amount equal to 105% of the average of the middle market quotations of 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 Ordinary Share is contracted to be purchased; and
• (iv) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System (SETS);
• (d) this authority shall expire at the close of the AGM of the Company held in 2017 (or, if earlier, at the close of business on the date that is 18 months after the date this resolution is passed); and

(e) a contract to purchase shares under this authority may be made before the expiry of this authority, and concluded in whole or in part after the expiry of this authority.

As a Special Resolution:

Resolution 16: Notice of General Meetings

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

Patrick Hartrey Company Secretary 15 June 2016