NANOCO GROUP PLC — AGM Information 2018

Dec 13, 2018

NANOCO GROUP PLC

("Nanoco" or the "Company")

Result of AGM

Details of the Special Resolutions which were passed at today's AGM are as follows:

Resolution 14 – General authority to disapply pre-emption rights

That (subject to the passing of Resolution 13) the Directors be and hereby are authorised pursuant to and in accordance with sections 570 and 573 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) wholly for cash pursuant to the authority conferred by Resolution 13 and/or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment or sale provided that such authority shall be limited to:

• (a) the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority in Resolution 13(b) by way of rights issue only):
• (i) to the holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
• (ii) to holders of other equity securities as required by the rights attaching to those securities as the Directors otherwise consider necessary,

but subject to such limits or exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, or legal or regulatory or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter; and

(b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) above) to any person up to a maximum aggregate nominal value of £1,429,674.64, representing approximately 5% of the issued and outstanding Ordinary Shares as at 9 November 2018.

The authority hereby conferred shall expire on the conclusion of the next Annual General Meeting 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, unless such authority is renewed prior to this time. Under the authority hereby conferred the Directors may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.

Resolution 15 – Authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

That (subject to the passing of Resolution 13 and in addition to any authority granted under Resolution 14), the Directors be authorised to allot equity securities (as defined in section 560 of the 2006 Act) for cash under the authority conferred by Resolution 13 and/or to sell Ordinary Shares held by the Company as treasury shares as if section 561 of the Companies Act 2006 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 an aggregate nominal amount of £1,429,674.64, representing approximately 5% of the issued and outstanding Ordinary Shares as at 9 November 2018; 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 determine to be an acquisition or other 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.

The authority hereby conferred shall expire on the conclusion of the next Annual General Meeting 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, unless such authority is renewed prior to this time. Under the authority hereby conferred the Directors may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.

Resolution 16 - Company's authority to purchase its own shares

That pursuant to the authorities contained in its Articles of Association (the "Articles"), the Company be generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make one or more market purchases (within the meaning of section 693(4) of the 2006 Act) of Ordinary Shares on such terms and in such manner as the Directors may think fit provided that:

• (a) the maximum aggregate number of Ordinary Shares authorised to be purchased is 28,593,493;
• (a) the minimum price which may be paid for an Ordinary Share is 10 pence, such minimum price being exclusive of any advance corporation tax and any expenses;
• (b) the maximum price which may be paid for an Ordinary Share is the higher of: (i) an amount equal to 105% of the average of the market value for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and (ii) 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 London Stock Exchange at the time the purchase is carried out, such maximum price being exclusive of any advance corporation tax and any expenses; and
• (c) this authority shall expire on the conclusion of the next Annual General Meeting 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, unless such authority is renewed prior to this time.

Under the authority hereby conferred, the Company may before such expiry make an offer or agreement to purchase Ordinary Shares under this authority which might be executed and completed wholly or partly after such expiry, and the Company may make a purchase of Ordinary Shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Resolution 17 - Reduced notice of general meetings (other than Annual General Meetings)

That a general meeting of the Company, other than an Annual General Meeting, may be called by notice of at least 14 clear days in accordance with the provisions of its Articles, provided that the authority of this Resolution shall expire on the conclusion of the next Annual General Meeting of the Company to be held after the date of the passing of this Resolution.