HYVE GROUP PLC — AGM Information 2012

Jan 26, 2012

COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTIONS OF ITE GROUP plc

At the Annual General Meeting of the Company held on 26 January 2012, the following Special Resolutions were passed:

• 1. THAT:
• subject to the passing of Resolution 13, the Directors be and they are hereby empowered under $(a)$ section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash under the authority conferred by Resolution 13 as if section 561 of the Companies Act 2006 did not apply to the allotment and this power shall be limited to:
• $(i)$ the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (a)(ii) of Resolution 13, by way of a rights issue only) to:
  • $(x)$ ordinary shareholders in proportion (as nearly as may be) to their existing holdings; and
  • holders of other equity securities, if this is required by the rights of those $(y)$ securities or, if the Directors consider it necessary as permitted by the rights of those securities,

but subject to such exclusions and other arrangements as the Directors may consider necessary or appropriate in relation to fractional entitlements, record dates, treasury shares or any legal, regulatory or practical problems under the laws of any territory (including the requirements of any regulatory body or stock exchange) or any other matter: and

• in the case of the authority granted under paragraph $(a)(i)$ of Resolution 13, the allotment $(ii)$ of equity securities (otherwise than under paragraph (i) of this resolution) up to an aggregate nominal amount of £124,284;
• $(b)$ this power shall cease to have effect when the authority given by Resolution 13 is revoked or expires but during this period the Company may make an offer or agreement which would or might require equity securities to be allotted after this authority expires and the Directors may allot equity securities in pursuance of that offer or agreement notwithstanding that the authority has expired; and
• $(c)$ this power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(2)(b) of the Companies Act 2006 as if the words "under the authority conferred by Resolution 13" were omitted from the introductory wording to this resolution.
• THAT the Company be, and it is hereby, generally and unconditionally authorised for the purpose 15. of sections 693 and 701 of the Companies Act 2006 to make one or more market purchases (within

the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 1 penny each in the capital of the Company upon such terms and in such manner as the Directors of the Company shall determine, provided that:

• $(a)$ the maximum aggregate number of ordinary shares authorised to be purchased is 24,856,874;
• the minimum price which may be paid for such ordinary shares is 1 penny per share $(b)$ (exclusive of expenses);
• $(c)$ the maximum price (exclusive of expenses) which may be paid for an ordinary share cannot be more than an amount equal to the higher of:
• $(i)$ an amount equal to 105% of the average of the closing middle market price for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately prior to the day the purchase is made; and
• $(ii)$ the price stipulated by Article 5(1) of Commission Regulation (EC) No 2273/2003 (the Buy-back and Stabilisation Regulation);
• $(d)$ unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or 15 months from the date of the passing of this resolution, whichever is the earlier; and

• $(e)$ the Company may make a contract or contracts to purchase ordinary shares under this authority prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

• THAT a general meeting other than an annual general meeting may be called on not less than 14 clear\days' notice.

$\sim$ Co $-$

John Price

Company Secretary

ITE Group plc