IMI PLC

AGM Information • May 9, 2024

---

author: Barbara Stokes
date: 2024-05-09 14:15:00+00:00

---

Company No. 714275

ORDINARY AND SPECIAL RESOLUTIONS

of

IMI plc

(“Company”)

---

Passed 9 May 2024

---

At the annual general meeting of the Company duly convened and held at 10am on 9 May 2024 at The Crowne Plaza Hotel, National Exhibition Centre, Birmingham, the following resolutions were duly passed as special resolutions of the Company.

SPECIAL RESOLUTIONS:

A. That:

(a) in accordance with article 8 of the Company’s articles of association, the directors be given power to allot equity securities for cash as if section 561 of the Companies Act 2006 did not apply;

(b) the power under paragraph (a) above (other than in connection with a rights issue, as defined in article 8 of the articles of association in force as at the date of this Notice) shall be limited to:

(i) the allotment of equity securities having a nominal amount not exceeding in aggregate £7,470,477; and

(ii) the allotment of equity securities (otherwise than under paragraph (i) above) up to an aggregate amount equal to 20% of any allotment of equity securities from time to time under paragraph (i) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;

(c) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 1 July 2025.

B. That:

(a) in addition to any authority granted under special resolution A, the directors be given power:

(i) subject to the passing of ordinary resolution 16, to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority conferred on them by that resolution under section 551 of that Act; and

(ii) to allot equity securities as defined in section 560(3) of that Act (sale of treasury shares) for cash,

in either case as if section 561 of that Act did not apply to the allotment or sale, but this power shall be limited to:

(A) the allotment of equity securities up to a maximum nominal amount of £7,470,477, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines 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

(B) the allotment of equity securities (otherwise than under paragraph (A) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre Emption Group prior to the date of this Notice;

(b) this power shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 1 July 2025; and

(c) the Company may, before this power expires, make an offer or enter into an agreement, which would or might require equity securities to be allotted after it expires and the directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

C. That, in accordance with section 701 of the Companies Act 2006, the Company is generally and unconditionally authorised to make market purchases (within the meaning of Section 693 of the Companies Act 2006) of ordinary shares of 28 4/7p each in the capital of the Company (‘ordinary shares’) on such terms and in such manner as the directors of the Company may from time to time determine provided that:

(a) the maximum aggregate number of ordinary shares that may be purchased under this authority is 26,146,669;

(b) the minimum price which may be paid shall be 28 4/7p per ordinary share (exclusive of expenses, if any, payable by the Company in connection with the purchase);

(c) the maximum price (exclusive of expenses, if any, payable by the Company in connection with the purchase) which may be paid for an ordinary share purchased under this authority shall not be more than the higher of:

(i) 105% of the average of the middle market prices shown in the quotations for ordinary shares in the London Stock Exchange Daily Official List for the five business days before the day on which that ordinary Share is purchased; and

(ii) the amount equal to the higher price of the last independent trade of an ordinary share and the highest current independent bid on the trading venues where the purchase is carried out;

(d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 1 July 2025 unless renewed before that time save that the Company may make a contract or contracts to purchase ordinary shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority, and may make a purchase of ordinary shares in pursuance of any such contract; and

(e) all existing authorities for the Company to make market purchases of ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and which has or have not yet been executed.

D. That, in accordance with the Company’s articles of association, a general meeting (other than an annual general meeting) may be called on not less than 14 working days’ notice

E. That, with effect from the conclusion of the Annual General Meeting, the articles of association produced to the meeting and initialled by the Chair of the meeting for the purpose of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.

DATED this 9th day of May, 2024

LORD SMITH OF KELVIN

Chair