LUCECO PLC — AGM Information 2024

May 15, 2024

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author: Penny Thomas
date: 2024-05-03 15:06:00+00:00

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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 the offices of Numis at 45 Gresham Street, London EC2V 7BF on 14 May 2024, the following resolutions were passed, with resolution 14 as an ordinary resolution and 15 to 18 as special resolutions. In the below resolutions, the “Act” means the Companies Act 2006.

Resolution 14

That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Act to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company:

up to an aggregate nominal amount of £26,800 (such amount to be reduced by any allotments or grants made under paragraph (b) of this Resolution 14, in excess of such sum); and

comprising equity securities (as defined in Section 560(1) of the Act) up to a nominal aggregate amount of £53,600 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with a preemptive offer in favour of ordinary shareholders in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities, as permitted by the right of those securities, or as the Directors consider if necessary), 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,

provided that the authority granted by this Resolution 14 shall (unless previously revoked, varied or extended by the Company in a general meeting) expire on the conclusion of the AGM of the Company to be held in 2025 or, if earlier, at the close of business on 30 June 2025, save that the Company may at any time before such expiry make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares after such expiry and the Directors may allot shares or grant such rights in pursuance of such an offer or agreement as if this authority had not expired.

Resolution 15

That, subject to the passing of Resolution 14 above, but without prejudice to the exercise of any such power prior to the date of the passing of this Resolution 15, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 14 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 the allotment of equity securities or sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14, if Resolution 14 is passed), by way of a pre-emptive offer only;

to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

to holders of any class of equity securities, as permitted by the rights of those securities, or as the Directors consider it necessary 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 matter whatsoever.

in the case of the authority granted under paragraph (a) of Resolution 14, if Resolution 14 is passed, and/or the sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above, up to a nominal amount of £8,040; and

to the allotment of equity securities or sale of treasury shares (otherwise than under paragraphs (a) or (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 earlier of the conclusion of the annual general meeting of the Company to be held in 2025 or, if earlier, at the close of business on 30 June 2025, unless previously renewed, varied or revoked by the Company in a general meeting, save that the Company may, at any time prior to the expiry of such power, make an offer to enter into an agreement which would or might require ordinary shares to be allotted or sold (and treasury shares to be sold) after the authority expires and the Board may allot ordinary shares (and sell ordinary shares) under any such offer or agreement as if such power had not expired.

Resolution 16

That, conditional upon the passing of Resolution 14 above, the Board be authorised in addition to any authority granted under resolution 15 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 14 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 the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £8,040 (equivalent to approximately 10% of the issued share capital of the Company as at 12 April 2024) 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

limited to 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 to be held in 2025 or, if earlier, at the close of business on 30 June 2025, unless previously renewed, varied or revoked by the Company in general meeting, but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require ordinary shares 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 17

That the Company be and it is hereby generally authorised to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.0005 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:

the number of such ordinary shares hereby authorised to be purchased by the Company shall not exceed 10,560,000;

the minimum price (exclusive of expenses) which may be paid for any ordinary share shall be £0.0005, being the nominal value of each ordinary share;

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

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;

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

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 2025 or, if earlier, at the close of business on 30 June 2025, 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 18

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 2025 or, if earlier, at the close of business on 30 June 2025.

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