NON-STANDARD FINANCE PLC — AGM Information 2021

Jun 30, 2021

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author: Sarah Day
date: 2020-06-29 09:17:00+00:00

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SPECIAL RESOLUTION

Company Number: 09122252

THE COMPANIES ACT 2006 – PUBLIC LIMITED COMPANY

ORDINARY AND SPECIAL RESOLUTIONS

OF

NON-STANDARD FINANCE PLC (the ‘Company’)

The following RESOLUTIONS were duly passed by the Members of the Company at the Annual General Meeting held on 30 June 2021 at 11:00 a.m. at 2 St James’ Street, London, N1C 4AG.

ORDINARY RESOLUTION

THAT the Board of Directors be and is hereby generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

up to a nominal amount of £5,207,290.35 (such amount to be reduced by any allotments or grants made under paragraph b. below in excess of such sum); and

comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of £10,414,580.75 (such amount to be reduced by any allotments or grants made under paragraph a. above) in connection with an offer by way of a rights issue:

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

to holders of other equity securities as required by the rights of those securities or as the Board of Directors otherwise considers necessary,

and so that the Board of Directors may impose any limits or restrictions and make any arrangements which it considers 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 authority to apply until the end of next year’s AGM (or, if earlier, until the close of business on 30 September 2021) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board of Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

THAT if resolution 6 is passed, the Board of Directors be and is hereby given power to allot equity securities (as defined in 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 or sale, such power to be limited:

to the allotment of equity securities and sale of treasury shares 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 6, by way of a rights issue only):

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

to holders of other equity securities, as required by the rights of those securities, or as the Board of Directors otherwise considers necessary,

and so that the Board of Directors may impose any limits or restrictions and make any arrangements which it considers 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; and

to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. above) up to a nominal amount of £781,093.56,

such power to apply until the end of next year’s AGM (or, if earlier, until the close of business on 30 September 2021) but, in each case, during this period 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 power ends and the Board of Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

THAT if resolution 6 is passed, the Board of Directors be and hereby is authorised in addition to any authority granted under resolution 7 to allot equity securities (as defined in 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 or sale, such authority to be:

limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £781,093.56; and

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 Directors 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 power to apply until the end of next year’s AGM (or, if earlier, at the close of business on 30 September 2021 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 of Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

THAT the Company be and is hereby 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 ordinary shares of 5 pence each (‘Ordinary Shares’) provided that:

the maximum number of Ordinary Shares hereby authorised to be purchased is 31,243,742;

the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is the nominal amount of that share; and

the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the highest of:

an amount equal to 5 per cent. above the average market value of an Ordinary Share for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and

the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time,

such authority to apply until the end of next year’s AGM (or, if earlier, until the close of business on 30 September 2021) but during this period the Company may enter into a contract to purchase Ordinary Shares, which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended.

THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

……………………………

Sarah Day

Company Secretary

Date: 30/06/2021