Sage Group PLC

AGM Information • Feb 4, 2021

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author: Watson, Ines
date: 2021-01-22 11:05:00+00:00

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Company Number 02231246

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

THE SAGE GROUP PLC.

(the “Company”)

(Passed on 4 February 2021)

Resolutions numbered 18 to 22 (inclusive) were duly passed as Special Resolutions at the Annual General Meeting of the Company on 4 February 2021:-

SPECIAL RESOLUTIONS

Resolution 18

That:

in accordance with article 8 of the Company’s Articles of Association, the Directors be given power to allot equity securities for cash as if section 561 of the Companies Act 2006 did not apply;

the power under paragraph (a) above (other than in connection with a rights issue, as defined in article 8 of the Company’s Articles of Association) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £575,181.34;

this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 31 March 2022.

Resolution 19

That:

in addition to any authority granted under resolution 18, the Directors be authorised:

subject to the passing of resolution 17, to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority conferred on them by that resolution under section 551 of that Act; and

to allot equity securities as defined in section 560(3) of that Act (sale of treasury shares) for cash,

in either case as if section 561 of that Act did not apply to the allotment or sale, but this power shall be:

limited to the allotment of equity securities up to a maximum nominal amount of £575,181.34; 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 the Company 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 document;

this power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 31 March 2022; and

the Company may, before this power expires, make an offer or enter into an agreement, which would or might require equity securities to be allotted after it expires, and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

Resolution 20

That:

in accordance with section 701 of the Companies Act 2006, the Company be and is hereby granted general and unconditional authority to make one or more market purchases (within the meaning of section 693 of the Companies Act 2006) of ordinary shares in the capital of the Company on such terms and in such manner as the Directors shall determine provided that:

the maximum number of ordinary shares which may be acquired pursuant to this authority is 109,355,465 ordinary shares in the capital of the Company;

the minimum price which may be paid for each such ordinary share (exclusive of all expenses) is its nominal value;

the maximum price which may be paid for each such ordinary share (exclusive of all expenses) shall not be more than the higher of:

an amount equal to 105% of the average of the middle market prices shown in the quotations for the ordinary shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased; and

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 venue where the purchase is carried out;

this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 31 March 2022 unless renewed before that time; and

the Company may make a contract or contracts to purchase ordinary shares under this authority before its expiry which will be or may be executed wholly or partly after expiry of this authority and may make a purchase of ordinary shares in pursuance of such contract.

Resolution 21

That:

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

Resolution 22

That:

with effect from the conclusion of the Annual General Meeting, the Articles of Association produced to the Meeting and for the purpose of identification initialled by the Chairman of the Meeting be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.