Company Number: 127570
Companies (Jersey) Law 1991
Man Group plc (the "Company")
At the Annual General Meeting of the Company, duly convened and held on 6 May 2022, the following special resolutions and items outside of the ordinary course of business were duly passed.
2. To approve the Directors' Remuneration Policy as set out in the Company's Annual Report for the year ended 31 December 2021
17. To renew the Man Group plc 2019 Sharesave Scheme
THAT:
- (a) the Man Group 2019 Sharesave Scheme (the Sharesave Scheme) in the form produced to the meeting and initialled by the Chair for the purposes of identification, the principal terms of which are set out in the Appendix to the Notice of Annual General Meeting, be approved for operation for a further period of ten years; and
- (b) the directors of the Company be and are hereby authorised to establish further plans based on the Sharesave Scheme for the benefit of employees of the Company and/or its subsidiaries who are located outside the United Kingdom, with such modifications as may be necessary or desirable in order to take account of local tax, exchange control or securities laws as they consider appropriate provided that any ordinary shares made available under such plans shall be treated as counting against any individual or overall limits contained in the Sharesave Scheme.
19. To authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders
THAT, subject to Resolution 18 being passed and in addition to any authority granted by Resolution 20, the directors of the Company be empowered, pursuant to the Articles, to allot equity securities (as defined in the Articles) wholly for cash pursuant to the authority conferred by Resolution 18 and/or to sell ordinary shares held by the Company as treasury shares as if Article 11A of the Articles did not apply to such allotment or sale, provided that this power shall be limited to:
- (i) securities, but in the case of an allotment granted by paragraph (b) of Resolution 18, such power shall be limited to the allotment of equity securities by way of a rights issue (as defined in the Articles) only; and
- (ii) sub-paragraph (i)) up to a nominal amount of US\$2,347,711,
and so that the directors of the Company 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 any other matter, such power to apply (unless previously renewed, varied or revoked by the Company in general meeting) until the earlier of the next AGM of the Company to be held after the date of the passing of this resolution or the close of business on 30 June 2023, but, in each case, so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the Directors may allot equity securities under any such offer or agreement as if the power conferred hereby had not expired.
20. To authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders in relation to acquisitions and specified capital investments
THAT, subject to Resolution 18 and Resolution 19 being passed and in addition to any authority granted by Resolution 19, the directors of the Company be authorised to allot equity securities for cash under the authority given by Resolution 18 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Article 11A of the Articles did not apply to such allotment or sale, provided that such authority shall be:
- (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of US\$2,347,711; 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 directors of the Company determine 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,
and so that the directors of the Company 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 any other matter, such power to apply (unless previously renewed, varied or revoked by the Company in general meeting) until the earlier of the next AGM of the Company to be held after the date of the passing of this resolution and the close of business on 30 June 2023, but, in each case, so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the directors of the Company may allot equity securities under any such offer or agreement as if the power conferred hereby had not expired.
21. To authorise the Company to purchase its own shares
THAT the Company be generally and unconditionally authorised:
- (a) pursuant to Article 57 of the Companies (Jersey) Law 1991 (the Law) to make market purchases of the Company's ordinary shares of 3 3/7 US cents each on such terms and in such manner as the directors may determine, provided that:
- the maximum number of ordinary shares authorised to be purchased is (i) 136,949,799;
- (ii) share is 3 3/7 US cents or the sterling equivalent of 3 3/7 US cents (calculated on the basis of the spot rate of exchange in London (as derived from Reuters) for the
purchase of US dollars with sterling at 6.00 p.m. on the day before the relevant purchase) per ordinary share;
- (iii) the maximum price (exclusive of any expenses) which may be paid for an ordinary share is the higher of:
- (A) an amount equal to 105 per cent of the average of the middle market quotations for ordinary shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such shares are contracted to be purchased; and
- (B) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and
- (iv) the authority hereby conferred shall expire on the earlier of the conclusion of the next AGM of the Company to be held after the date of the passing of this resolution or the close of business on 30 June 2023 (except that the Company may make a contract or contracts to purchase ordinary shares under this authority before such authority expires, which will or may be executed wholly or partly after the expiry of such authority, and may make purchases of ordinary shares in pursuance of any such contract as if such authority had not expired); and
- (b) pursuant to Article 58A of the Law, to hold, if the Company so desires, as treasury shares any ordinary shares purchased pursuant to the authority conferred in paragraph (a) above.
22. To authorise a 14 days' clear notice period for general meetings other than AGMs
THAT the directors be authorised to call general meetings of the Company other than AGMs on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next AGM after the date of the passing of this Resolution.