SEVERFIELD PLC — AGM Information 2015

Sep 2, 2015

SEVERFIELD PLC

Resolutions passed at the Annual General Meeting on 2 September 2015

esolutions listed below were passed on a show of hands. At the Company's Annual General Meeting held at 12 noon today, 2 September, all of the

Prdinary Resolutions

year ended 31 March 2015 together with the report of the auditor thereon. 1. To receive and adopt the annual accounts and the reports of the Directors for the financial

.310S atnuocoA bns hoqeA launnA Directors' Remuneration Policy) for the financial year ended 31 March 2015 as set out in the 2. To approve the Directors' remuneration report (other than the part containing the

.dt0S tauguA At no aseniaud March 2015 payable on 11 September 2015 to shareholders on the register at the close of 3. To declare a final dividend of 0.5p per ordinary share in respect of the year ended 31

1. To reappoint John Dodds as a Director.

2. To reappoint lan Lawson as a Director.

3. To reappoint lan Cochrane as a Director.

4. To reappoint Alan Dunsmore as a Director.

5. To reappoint Derek Randall as a Director.

6. To reappoint Alun Griffiths as a Director.

7. To reappoint Chris Holt as a Director.

8. To reappoint Tony Osbaldiston as a Director.

9. To reappoint Kevin Whiteman as a Director.

the next Annual General Meeting of the Company in 2016. 13. To appoint KPMG LLP as auditor of the Company to hold office until the conclusion of

1. To authorise the Directors to determine the auditor's remuneration.

shares in the Company: Company to allot shares and grant rights to subscribe for, or convert any security into, section 551 of the Companies Act 2006 (the "Act") to exercise all of the powers of the 15. That the Directors be generally and unconditionally authorised for the purposes of

nuqet (p) pelow in excess of such sum); and Act) of £2,479,196 (such amount to be reduced by the nominal amount allotted or granted (a) up to saggegency incompled (within the meaning of sections 551(3) and (6) of the

E6E,88e,43 to (toA ent to (a) bns (E) rdd anoitos to pninsem ent nintiw) truoms lanimon (b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate

• connection with or pursuant to and offer or invitation by way of a rights issue in favour of: (such anuount to be reduced by the allotments or grants made under (a) above) in
• humber of ordinary shares held by them on the record date for such allotment; and (i) holders of ordinary shares in proportion (as nearly as practicable) to the respective
• Directors consider it necessary, as permitted by the rights of those securities, (ii) holders of any other class of equity securities entitled to participate therein or if the

beniqxe ton ban. pursuance of any such offer or agreement as if the authorities conferred by this Resolution may allot shares, or grant rights to subscribe for or to convert any security into shares, in might require shares to be allotted or rights to be granted after such expiry and the Directors save that the Company may before such expiry make any offer or agreement which would or General Meeting of the Company in 2016 or on 30 September 2016 whichever is the earlier, launnA edt to noiaulonoo edt fa eniqxe llada estitiontus dous fadt bebivonq reveoatadw requirements of any regulatory body or stock exchange in any territory or any other matter or legal, regulatory or practical difficulties which may arise under the laws of, or the recessary or appropriate to deal with fractional entitlement, treasury shares, record dates but subject to such exclusions or other arrangements as the Directors may consider

Special Resolutions

Companies 2006 (the "Act") to: General Meeting, the Directors be empowered pursuant to sections 570(1) and 573 of the 16. That, subject to the passing of Resolution 15 as set out in the Notice of this Annual

Meeting; and pursuant to the authority conferred by Resolution 14 of the Notice of this Annual General (a) allot equity securities (as defined in section 560 of the Act) of the Company for cash

treasury shares for cash, (b) sell ordinary shares (as derined in section 560(1) of the Act) held by the Company as

shall be limited to the allotment of equiting securities and sale of treasury shares for cash: as if section 561 of the Act did not apply to such allotment or sale, provided that this power

or any stock exchange in any territory or any other matter whatsoever; and under the laws of any territory or the regulations or requirements of any regulatory authority deal with fractional entitlements, record dates or legal or practical difficulties which may arise exclusions or other arrangements as the Directors may consider necessary or expedient to consider it necessary, as permitted by the rights of those securities) but subject to such holders of any other class of equity securities entithed to participate therein or if the Directors number of ordinary shares held by them on the record date for such allotment or sale (and favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective the case of the authority granted under Resolution 15(b), by way of a rights issue only) in (i) in connection with or pursuant to an offer of or invitation to acquire equity securities (but in

Resolution, up to an aggregate nominal anuount of £371,579, any sale of treasury tons of the manise that the manism of the sub-paragraph (i) of the (ii) in the case of the authorisation granted under Resolution 15(a) above (or in the case of

expiry make any offer or agreement that would or might require equity securities to be or on 30 September 2016, whichever is the earlier, save that the Company may before such and shall exique on the conclusion of the Annual General Meeting of the Company in 2016,

securities or sell treasury shares in pursuance allotted, or treasury shares to be sold, and a such expiry, and the Directors may allot equity

of any such offer or agreement as if the power conferred by this Resolution had not expired.

:ot ("the "Act") and sections 570 (1) and 573 of the Companies Act 2006 (the "Act") to: General Meeting, and in addition to the power given by that Resolution 16, the Directors be 17. That, subject to the passe of Resolutions 15 and 16 set out in the Notice of the Annual

General Meeting; and leunnA aidt to ch noituloseR to (6) dqsngsng yd bernefnop noiteanodtus edt of the Annual (a) allot equity securities (as defined in section 560 of the Act) of the Company for cash

treasury shares for cash, (b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as

0f £371,879, cash othemise than pursuant to the said Resolution 16, up to an aggregate nominal amount power shall be limited to the allotment of equity securities and the sale of treasury shares for as if section 561 of the Act did not apply to all allo membent or sale, provided that this

securities, or sell treasury shares in pursuance allotted, or treasury shares to be sold after such expiry and the Directors may allot equity such expiry make any offer or agreement that would or might require equity securities to be 2016 or on 30 September 2016, whichever is the earlier, save that the Company may before and shall expire at the conclusion of the next Annual General Meeting of the Company in

of any such offer or agreement as if the power conferred hereby had not expired.

to r07 noitose 18. That the Company be and si generally and unconditionally authorised for the purposes of

schemes, provided that: as treasury shares, the Company may use them for the purposes of its employee share manner as the Directors may from time to time determine and where such shares are held section 693(4) of the Act) of the Company's ordinary shares on such terms and in such a the Companies Act 2006 (the "Act") to make market purchases (within the meaning of

$19102$ ylul $15$ is as 29,750,358, which represents approximately 10 per cent of the issued ordinary share capital (a) the maximum aggregate number of ordinary shares which may be so purchased is

be exclusive of expenses, if any; llarle mumique doint and you be paid for each ordinary share is 2.5p, which amount shall

Exchange plc for Company's ordinary shares, as derived from the Daily Official List of The London Stock an amount equal to 105 per cent of the average of the mbiddle market quotations of the (c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is

pe bnucuseed: the five business days immediately preceding the date on which such share is contracted to

30 September 2016, whichever is the earlier; the conclusion of the next Annual General Meeting of the Company to be held in 2016, or on (d) unless previously renewed, revoked or varied, this authority shall continue in force until

beriqxe for bad virion the sint it as ti of traueruq ensigns to respect the and the stored. shares that would or might be executed wholly or partly after the expiry of this authority, and (e) the Company may, before this authority expires, make a contract to purchase ordinary

called on not less than 14 clear days' notice. 19. That a general meeting of the Company (other than an annual general meeting) may be

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John Dodds

Chairman on 2/9/2015