ON THE BEACH GROUP PLC — AGM Information 2017

Feb 2, 2017

THE COMPANIES ACT 2006 ORDINARY AND SPECIAL RESOLUTIONS OF ON THE BEACH GROUP PLC

At the Annual General Meeting of the above company duly convened and held on 2 February 2017 at 11.00 am at Park Square, Bird Hall Lane, Cheadle Heath, Cheshire, SK3 0XN the following resolutions were passed by the requisite majority, in the case of resolutions 11 and 12 as ordinary resolutions and in the case of resolutions 13 and 14, as special resolutions:

ORDINARY RESOLUTIONS

11. THAT:

• (a) the rules of the On the Beach Group plc Save As You Earn Plan (the "SAYE") (the principal features of which were summarised in the Appendix to the Notice of Annual General Meeting and a copy of which was produced in draft to the meeting, initialled by the Chairman of the meeting for the purposes of identification) be and are hereby approved, and the Directors of the Company be and are hereby authorised to do all such things in accordance with applicable law as may be necessary or desirable to carry the SAYE into effect, including making such modifications as the Directors consider appropriate to take account of the requirements of the Financial Conduct Authority, HM Revenue and Customs and best practice; and

• (b) the Directors be authorised to adopt further schemes for the benefit of employees outside the UK based on the SAYE but modified to take account of local tax, exchange control or securities law in overseas territories, provided that any shares made available under such further schemes are treated as counting against any limits on individual or overall participation in the SAYE.

• THAT the directors be and are hereby generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006, to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

(a) up to a nominal value of £434,782.55; and

(b) up to a further aggregate nominal amount £434,782.55 only for the purpose of a rights issue:

(i) to ordinary shareholders in proportion (as near as may be practicable) to their existing holdings;

(ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary; and

(iii) is subject to such exclusions or other arrangements as they deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange.

This authority shall expire at the end of the next AGM of the Company to be held in 2018 or, if earlier at the close of business on 2 February 2018 (unless previously revoked or varied by the Company in general meeting) save that under such authority the Company may, before such expiry, make an offer or agreement which would or might require the 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 in pursuant of such an offer or agreement as if the relevant authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

1. THAT the directors be and are hereby generally and unconditionally authorised to allot equity securities (as defined by the Companies Act 2006), for cash pursuant to the authority conferred on the directors by resolution 12 or by way of sale of treasury shares, as if section 561(1) of the Companies Act 2006 did not apply, provided that this power shall be limited to:

(a) the allotment of equity securities in connection with an offer or issue of equity securities to:

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

(ii) holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary;

but subject to such exclusions or other arrangements as the directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or stock exchange in any territory; and

(b) the allotment, otherwise than pursuant to sub-paragraph (a) above, of equity securities up to an aggregate nominal amount of £65,217.38.

This authority shall expire at the end of the next AGM of the Company to be held in 2018 or, if earlier at the close of business on 2 February 2018 (unless previously revoked or varied by the Company in general meeting) save that under such authority the Company may, before such expiry, make an offer or agreement which would or might require the shares to be allotted or rights to subscribe for or covert 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 in pursuant of such an offer or agreement as if the relevant authority conferred hereby had not expired.

1. THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Companies Act 2006) of its own shares up to an aggregate number of 13,043,476 ordinary shares (representing approximately 10% of the Company's issued ordinary share capital) subject to:

2. (a) the minimum price per ordinary share, excluding expenses, being £0.01; and

3. (b) the maximum price per ordinary share, excluding expenses, being the higher of:

(i) 5% above the average of the middle market quotations as derived from the London Stock Exchange Daily Official List for an ordinary share over five business days before the purchase; and

(ii) the higher of the price of the last independent trade and the highest current independent bid on the market where the purchase is carried out.

This authority shall expire at the end of the next AGM of the Company to be held in 2018 or, if earlier at the close of business on 2 February 2018 (unless previously revoked or varied by the Company in general meeting) save that the Company shall be entitled, before the expiry of this authority, to enter into any contract for the purchase of its own shares which might be executed and completed wholly or partly after such expiry and to make the purchases of its own shares in pursuant to any such contract or contracts.

K Vickerstaff

Company Secretary