LUCECO PLC — AGM Information 2017

May 25, 2017

The Companies Act 2006

Company Limited by Shares

Luceco plc

(Registered Company Number: 05254883)

NOTICE OF RESOLUTIONS PASSED

At an Annual General Meeting of the above named Company, duly convened and held at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT, on 25 May 2017 the following resolutions were passed, with Resolution 14 as an Ordinary Resolution and Resolutions 16-19 as Special Resolutions.

Resolution 14

To approve the Luceco plc 2017 Performance Share Plan (the "Plan") in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification, the principal terms of which are summarised in Schedule 1 to the Notice of AGM and to authorise the Directors to adopt the Plan and to do all such other acts and things as they may consider appropriate to implement the Plan and to establish any sub-plans based on the Plan for the benefit of employees outside the UK modified as necessary to take account of any relevant exchange control, taxation or securities laws in the relevant jurisdiction provided that any shares made available under such sub-plans are treated as counting against any limits on individual or overall participation in the Plan.

Special Resolutions

Resolution 16

That subject to the passing of Resolution 15 above, but without prejudice to the exercise of any such power prior to the date of the passing of this Resolution 16, the Directors be generally empowered pursuant to Sections 570 and 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) of the Company for cash pursuant to the authority conferred by such Resolution 15 and to sell ordinary shares (as defined in Section 560(1) of the Act) held by the Company as treasury shares for cash, as if Section 561 of the Act did not apply to such allotment or sale, provided that such power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

(a) in connection with or pursuant to an offer of, or invitation to acquire, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 15, by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them in the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever; and

(b) in the case of the authority granted under paragraph (a) of Resolution 15 and/or in the case of any sale of treasury shares, (and otherwise than under paragraph (a) of Resolution 16) up to an aggregate nominal value equal to £4,020,

provided that such power shall (unless previously renewed, varied or revoked by the Company in general meeting) expire on the conclusion of the next AGM of the Company to be held in 2018 or, if earlier, on 30 June 2018, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Resolution 17

That subject to the passing of Resolutions 15 and 16 above, the Board be authorised in addition to any authority granted under Resolution 16 to allot equity securities (as defined in Section 560(1) of the Act) for cash under the authority given by that resolution and/or sell ordinary shares held by the Company as treasury shares for cash as if Section 561 did not apply to any such allotment or sale, such authority to be:

• (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £4,020; and
• (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six 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,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 30 June 2018) 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.

Resolution 18

That the Company be and it is hereby generally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.005 each in the capital of the Company on such terms and in such manner as the Board of Directors may from time to time determine, provided that:

• (a) the number of such ordinary shares hereby authorised to be purchased by the Company shall not exceed 16,080,000;

• (b) the minimum price (exclusive of expenses) which may be paid for any ordinary share shall be £0.005, being the nominal value of each ordinary share;

• (c) the maximum price (exclusive of expenses) which may be paid for each ordinary share shall be the higher of:

• (i) an amount equal to 105% of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary share is purchased; and
• (ii) an amount equal to the higher of the price of the last independent trade of any ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and
• (d) unless previously revoked, renewed, extended or varied, the authority hereby conferred shall expire at the conclusion of the AGM of the Company to be held in 2018 or on 30 June 2018, whichever is the earlier, provided that the Company may effect purchases following the expiry of such authority if such purchases are made pursuant to contracts for purchases of ordinary shares which are entered into by the Company on or prior to the expiry of such authority.

Resolution 19

THAT the Company be and it is hereby generally and unconditionally authorised to hold general meetings (other than AGMs) on not less than 14 clear days' notice, such authority to expire at the conclusion of the AGM of the Company to be held in 2018 or on 30 June 2018, whichever is the earlier.