IP Group PLC — Capital/Financing Update 2015

Mar 26, 2015

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

IP GROUP PLC

(THE "COMPANY")

At a general meeting of the Company duly convened and held at 24 Cornhill, London, EC3V 3ND on 26 March 2015 at 10.00 a.m., the following resolutions were duly passed, with resolutions 1 and 2 being passed as ordinary resolutions and resolution 3 being passed as a special resolution:-

RESOLUTION 1 - APPROVAL OF CAPITAL RAISING $\overline{1}$ .

That, the terms of a firm placing, a placing and an open offer (including an excess application facility) (the "Capital Raising"), as set out in the Company's prospectus dated 10 March 2015 (the "Prospectus"), be and are approved and the directors of the Company be and are hereby directed to implement the Capital Raising and generally and unconditionally authorised to exercise the powers conferred by this resolution and all the powers of the Company to the extent that the directors of the Company (or a duly appointed committee thereof) determine it necessary or desirable to implement the Capital Raising;

RESOLUTION 2 - AUTHORITY TO ALLOT CAPITAL RAISING SHARES IN $2.$ CONNECTION WITH THE CAPITAL RAISING

That, subject to the passing of resolution 1, the directors of the Company be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act (the "Companies Act") to exercise all the powers of the Company to allot equity securities (as defined in section 560(1) of the Companies Act 2006 up to an aggregate nominal amount of £1,137,777.76 in connection with the Capital Raising. such authority to expire on the date three months after the passing of this resolution (save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities pursuant to any such offer or agreement as if the authority had not expired). This authority is in addition to any existing such authority; and

RESOLUTION 3 - DISAPPLICATION OF PRE-EMPTION RIGHTS FOR ISSUE OF $3.$ CAPITAL RAISING SHARES

That, subject to the passing of resolutions 1 and 2, the directors of the Company be and are hereby empowered pursuant to section 570 of the Companies Act to allot equity securities (within the meaning of section 560 of the Companies Act) as if section 561(1) of the Companies Act did not apply to such allotment up to an aggregate nominal amount of £1,137,777.76 in connection with the Capital Raising, such authority to expire on the date three months after the passing of this resolution (save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities pursuant to any such offer or agreement as if the authority had not expired). This authority is in addition to any existing such authority.

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Chairman

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