MJ GLEESON PLC

AGM Information • Nov 19, 2025

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author: "Leanne Johnson"
date: 2025-11-19 12:18:00+00:00
processor: python-docx+mammoth
status: success

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Company Number: 09268016

The Companies Act 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

MJ GLEESON PLC

(“the Company”)

At an annual general meeting of the Company duly convened and held at Grocers’ Hall, Princes Street, London EC2R 8AD at 11:30 a.m. on Friday 14 November 2025, the following resolutions were duly passed:

Ordinary Resolution:

1. That for the purposes of section 551 of the Companies Act 2006 the Directors are generally and unconditionally authorised in accordance with Article 8 of the articles of association of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company (“relevant securities”) up to a maximum nominal amount of £389,521 (being the “Section 551 Amount” for the purposes of such Article 8) for a period expiring at the close on business on 31 December 2026 or, if earlier, at the conclusion of the Company’s next Annual General Meeting (being the “prescribed period” for the purposes of such Article 8), upon the terms set out in such Article 8, and that all previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable under section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or right to be granted to subscribe for or convert any securities into shares in the Company on or after that date).

Special Resolutions:

1. That, if Resolution 14 is passed, the Directors are empowered 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 and/or sale; such power to be limited to:
2. the allotment of equity securities and/or the sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities:
   1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to 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, exclusions or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter whatsoever; and

• 1. the allotment of equity securities and/or the sale of treasury shares (otherwise than under paragraph (a) above) up to a maximum nominal amount of £58,428, such power to expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 14 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/or treasury shares to be sold) after the power expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not expired.

• That, if Resolution 14 is passed, the Directors are empowered, in addition to any power granted under Resolution 15, to allot equity securities (as defined in section 560 of 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 and/or sale; such power to be: a) limited to the allotment of equity securities and/or sale of treasury shares up to a maximum nominal amount of £58,428; and b) used only for the purposes of financing (or refinancing, if the power is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Dis-applying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice, such power to expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 14 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/or treasury shares to be sold) after the power expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not expired.

• That the Company is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its own ordinary shares provided that:
• 1. the maximum aggregate number of ordinary shares which may be acquired pursuant to this authority is 5,842,813;
  2. the minimum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to its nominal value;
  3. the maximum price (exclusive of expenses) which may be paid for each ordinary share is the highest of:

(a) an amount equal to 5% above the average 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 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 venues where the purchase is carried out;

• • 1. unless previously revoked or varied, this authority expires at the close on business on 31 December 2026 or, if earlier, at the conclusion of the Company’s next Annual General Meeting; and
  • the Company may make a contract or contracts to purchase its own ordinary shares under this authority prior to the expiry of such authority which will or may be executed by the Directors wholly or partly after the expiry date of such authority, and may make a purchase of its own ordinary shares in pursuance of any such contract or contracts.

• That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice.