LIFE SCIENCE REIT PLC

AGM Information • Jun 3, 2025

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author: "Kim Panisales"
date: 2022-06-22 16:57:00+00:00
processor: python-docx+mammoth
status: success

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Company No. 13532483

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF LIFE SCIENCE REIT PLC

(“THE COMPANY”)

passed on 3 June 2025

At an Annual General Meeting of the Company, duly convened and held at the offices of Ironstone Asset Management Limited, 3rd Floor, 55 Wells Street, London, W1T 3PT on Tuesday 3rd June 2025 at 10.00am, the following resolutions were passed, with Resolution 11 as an Ordinary Resolution and Resolutions 12, 13, 14 and 15 as Special Resolutions.

ORDINARY RESOLUTION

1. THAT the Directors be generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Companies Act 2006, in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date of the passing of this Resolution, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company:
2. 1. comprising equity securities (as defined in section 560 of the Companies Act 2006) with an aggregate nominal value of up to £2,333,333.33 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (b) below) in connection with a fully pre-emptive offer:
3. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
4. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and in both cases subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

• • 1. in any other case, ordinary shares with an aggregate nominal value of £1,166,666.67 (such amount to be reduced by the nominal amount of any allotments or grants made pursuant to the authority set out in (a) above in excess of such sum)

provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the conclusion of the next AGM of the Company to be held after the date of the passing of this Resolution or, if earlier, 15 months from the date of the passing of this Resolution, and save that the Company may, at any time prior to such renewal, expiry or revocation, make an offer or enter into an agreement which would or might require the allotment of shares or granting of such rights in pursuance of such an offer or agreement as if such authority had not expired.

SPECIAL RESOLUTION

1. THAT, if resolution 11 granting authority to allot shares is passed, the Board be authorised (pursuant to Sections 570 and 573 of the Companies Act 2006) to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to:
2. 1. allotments for rights issues and other pre-emptive issues;
   2. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £350,000 (being 10% of the issued ordinary share capital of the Company as at the date of this notice); and
   3. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) 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,

such authority to expire at the end of the next AGM of the Company or, if earlier, 15 months from the date on which this Resolution was passed but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

SPECIAL RESOLUTION

1. THAT, if resolution 11 granting authority to allot shares is passed, the Board be authorised in addition to any authority granted under disapplication resolution 12 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to:
2. 1. the allotment of equity securities or sale of treasury shares up to a nominal amount of £350,000 (being 10% of the issued ordinary share capital of the Company as at the date of this notice) 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 either an acquisition or a specified 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
   2. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares 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,

such authority to expire at the end of the next AGM of the Company or, if earlier, 15 months from the date on which this Resolution was passed but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

SPECIAL RESOLUTION

1. THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares in the Company, on such terms and in such manner as the Directors shall from time to time determine, subject to the following conditions:
2. 1. the maximum aggregate number of ordinary shares authorised to be purchased is 52,465,000 ordinary shares;
   2. 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);
   3. the maximum price (exclusive of expenses) which may be paid for each ordinary share shall not be more than the higher of:
3. an amount equal to 105% of the average middle market quotations of an ordinary share of the Company taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and
4. an amount equal to the higher of: (i) the price of the last independent trade of; and (ii) the highest current independent bid for, any number of ordinary shares on the trading venue where the purchase is carried out;
5. 1. the authority conferred pursuant to this Resolution 14 shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next AGM of the Company or, if earlier, 15 months from the date of the passing of this Resolution;
   2. the Company may at any time prior to such expiry enter into a contract or contracts under which a purchase of ordinary shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase ordinary shares in pursuance of any such contract or contracts as if the authority conferred had not expired.

SPECIAL RESOLUTION

1. THAT a general meeting, other than an AGM, may be called on not less than 14 clear days’ notice.