IXICO PLC — AGM Information 2013

Oct 15, 2013

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF PHYTOPHARM PLC

Passed 14 October 2013

At the General Meeting of Phytopharm plc duly convened and held on 14 October 2013 at 11.00 a.m. at the offices of FTI Consulting LLP, Holborn Gate, 26 Southampton Buildings, London WC21 1PB, the following special resolutions were duly passed.

• 1. That the name of the Company be changed to "IXICO plc".
• 1. That, subject to and conditional upon the passing of Resolution 3 above, the Directors be given power pursuant to Section 570 of the 2006 Act to allot equity securities (within the meaning of Section 560 of the 2006 Act) for cash under the authority granted by such resolution, and/or where the allotment is treated as an allotment of equity securities under Section 560(2)(b) of the 2006 Act as if Section 561(1) of the 2006 Act did not apply to any such allotment, such power to be limited:
• a) to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 3, by way of a rights issue only):
  • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing shareholdings; and
  • (ii) to the holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any 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 other matter; and
• b) in the case of the authority granted under paragraph (a) of Resolution 3 and/or in the case of a transfer of treasury shares which is treated as an allotment of equity securities under Section 560(2)(b) of the 2006 Act, to the allotment (otherwise than under paragraph (a) of this Resolution) of equity securities up to a nominal amount of £747,622,

such authority to expire at the conclusion of the next AGM or, if earlier, the close of business on 14 January 2015, unless previously renewed, varied or revoked by the Company, save that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

By order of the Board

Zoe McGowan Company Secretary