NON-STANDARD FINANCE PLC

Post-Annual General Meeting Information • Jun 23, 2023

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author: Matt
date: 2018-05-18 11:12:00+00:00

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Company number: 09122252

NON-STANDARD FINANCE PLC

The following resolutions were passed as Special Resolutions at the Company’s Annual General Meeting held at the offices of Maitland Consultancy, 3 Pancras Square, London N1C 4AG on Friday 23 June 2023 at 13:00

Special Resolutions

THAT if resolution 9 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 9, by way of a pre-emptive offer (including a rights issue or open offer):

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

in the case of the authority granted under paragraph a. of resolution 9 and/or in the case of any 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 £1,562,187,11; and

to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. or paragraph 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 power to be used only for the purposes of making a follow-on offer which the Board 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 power to apply until the end of next year’s AGM (or, if earlier, until the close of business on 23 September 2024) 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 9 is passed, the Board of Directors be and hereby is authorised in addition to any authority granted under resolution 10, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by paragraph a. of resolution 9 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 £1,562,187,11 used only for the purposes of financing a transaction which the Board of Directors determines to be 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 or for the purposes of refinancing such a transaction within 12 months of its taking place; 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 power to be used only for the purposes of making a follow-on offer which the Board 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 power to apply until the end of next year’s AGM (or, if earlier, at the close of business on 23 September 2024) 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 provided that:

the maximum number of ordinary shares hereby authorised to be purchased is 31,243,742 representing approximately 10% of the issued ordinary share capital of the Company (excluding treasury shares) as at 31 March 2023, the latest practicable date prior to publication of this Notice;

the minimum price (exclusive of expenses) which may be paid for an any such 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 in the Company for the five business days immediately preceding the day on which such share is contracted to be purchased; and

the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution 12 will be carried out,

such authority to apply until the end of next year’s AGM (or, if earlier, until the close of business on 23 September 2024) 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.

The directors of the Company consider that all resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are more likely to promote the success of the Company for their benefit. The directors unanimously recommend that you vote in favour of the proposed resolutions as they intend to do in respect of their own beneficial holdings.

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Company Secretary | |
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