SEVERFIELD PLC — AGM Information 2017

Sep 6, 2017

SEVERFIELD PLC

Resolutions passed at the Annual General Meeting on 2 September 2017

resolutions listed below were passed on a show of hands. At the Company's Annual General Meeting held at 12 noon today, 6 September, all of the

Ordinary Resolutions

• financial year ended 31 March 2017 together with the report of the auditor thereon. To receive and adopt the annual accounts and the chouts of the Directors for the ΠL
• in the Annual Report and Accounts 2017. Directors' Remuneration Policy) for the financial year ended 31 March 2017 as set out To approve the Directors' remuneration report (other than the part containing the ج.
• 83 to 90 of the Annual Report and Accounts 2017. To approve the Directors' remuneration policy, the full text of which is set out on pages 3.
• Show as a senisud to example. March 2017 payable on 15 September 2017 to shareholders on the register at the To declare a final dividend of 1.60 per ordinary share in respect of the year ended 31 $\cdot$ $\cdot$
• To reappoint John Dodds as a Director. .c
• To reappoint lan Lawson as a Director. $\cdot$ 9
• To reappoint lan Cochrane as a Director. $\cdot_L$
• To reappoint Alan Dunsmore as a Director. .8
• To reappoint Derek Randall as a Director. $6^{\circ}$
• To reappoint Alun Griffiths as a Director. $.01$
• To reappoint Chris Holt as a Director. $\cdot_L$
• To reappoint Tony Osbaldiston as a Director. .Sr
• To reappoint Kevin Whiteman as a Director. $.51$
• of the next Annual General Meeting of the Company in 2018. To reappoint KPMG LLP as auditors of the Company to hold office until the conclusion .Ar
• To authorise the Directors to determine the auditors' remuneration. .dr
• 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 That the Directors be generally and unconditionally authorised for the purposes of .ar
• suonut allotted or granted under (b) below in excess of such sum); and Isnimon ent yd beouber ed of fruchen all the reduced by the nominal up to an aggregate nominal anount (within the meaning of sections 55/1(3) $(e)$
• Act) of £4,992,598 (such amount to be reduced by the allotments or grants aggregate nominal amount (within the meaning of section 551(3) and (6) of the comprising eq. it is a securities (as deritions in section 560 of the Act) up to an $(q)$

: to novst ni euzzi ztrigin s to vew yd made under (a) above) in connection with or pursuant to an offer or invitation

• allotment; and respective number of ordinary shares held by them on the record date for such holders of ordinary shares in proportion (as nearly as practicable) to the $(i)$
• securities, the Directors consider it necessary, as permitted by the rights of those holders of any other class of equity securities entitled to participate therein or if $($ !! $)$

the authorities conferred by this Resolution had not expired. to convert any security into shares, in pursuance of any such offer or agreement as if after such expiry and the Directors may allot shares, or grant rights to subscribe for or agreement which would or might require shares to be allotted or rights to be granted, is the earlier, save that the Company may before such expiry make any offer or Annual General Meeting of the Company in 2018 or on 30 September 2018 whichever matter whatsoever, provided that such authorities shall expire at the conclusion of the the requirements of any regulatory body or stock exchange in any territory or any other dates or legal, regulatory or practical difficulties which may arise under the laws of, or necessary or appropriate to deal with fractional entitlements, treasury shares, record but subject to such exclusions or other arrangements as the Directors may consider

• :ot ("to Act" ships Act 2006 (the "Act") to: General Meeting, the Directors be empowered pursuant to sections 570(1) and 573 of That, subject to the passing of Resolution 16 as set out in the notice of this Annual $21$
• Annual General Meeting; and cash pursuant to the authority conferred by Resolution 16 of the notice of this allot equity securities (as defined in section 560 of the Act) of the Company for $(e)$
• Company as treasury shares for cash, sell ordinary shares (as defined in section 560(1) of the Act) held by the $(q)$

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

$($ ! $)$

• exchange in any territory or any other matter whatsoever; and the regulations or requirements of any regulatory authority or any stock legal or practical difficulties which may arise under the laws of any territory or necessary or expedient to deal with fractional entitlements, record dates or to such exclusions or other arrangements as the Directors may consider consider it necessary, as permitted by the rights of those securities) but subject class of equity securities entitled to participate therein or if the Directors them on the record date for such allotment or sale (and holders of any other (as nearly as practicable) to the respective number of ordinary shares held by way of a rights issue only) in favour of holders of ordinary shares in proportion securities (but in the case of the authority granted under Resolution 16(b), by in connection with or pursuant to an offer of or invitation to acquire equity
• case of final subsety busing of the check final pursuant to stabin the case of the authorisation granted under Resolution 16(a) above (or in the $(II)$

E374,445, paragraph (i) of this Resolution, up to an aggregate nominal languar of

offer or agreement as if the power conferred by this Resolution had not expired. Directors may allot equity securities or sell treasury shares in pursuance of any such securities to be allotted, or treasury shares to be sold, after such expiry, and the before such expiry make any offer or agreement that would or might require equity 2018, or on 30 September 2018, whichever is the earlier, save that the Company may and shall expire on the conclusion of the Annual General Meeting of the Company in

• $\cdot$ ot (" $\cdot$ 3A" edt") 800S Directors be empowered pursuant to sections 570 (1) and £73 of the Companies Act General Meeting, and in addition to the power given by that Resolution 17, the That, subject to the passing of Resolutions 16 and the bas out in the notice of this Annual $.8₁$
• of this Annual General Meeting; and Gash pursuant to the authorisation conferred by paragraph (a) of Resolution 16 allot equity securities (as defined in section 560 of the Act) of the Company for $(e)$
• Company as treasury shares for cash, sell ordinary shares (as defined in section 560(1) of the Act) held by the $(q)$

this power shall be: as if section 561 of the Act did not apply to any such allotment or sale, provided that

• hang amount of £374,445; and cash othemise than pursuant to the said Resolution 17, up to an aggregate limited to the allotment of equity securities and the sale of treasury shares for $(1)$
• at any time by special resolution determine; this notice, or for any other purposes as the Company in general meeting may Rights most recently published by the Pre-Emption Group prior to the date of kind contemplated by the Statement of Principles on Disapplying Pre-Emption directors have determined to be an acquisition or other capital investment of a 9dt doidw noitosanst a , (noitosanst lanigino 9dt to sdtnom xis nidtiw besu used only for the purposes of financing (or refinancing, if the authority is to be $($ !! $)$

offer or agreement as if the power conferred hereby had not expired. directors may allot equity securities, or sell treasury shares in pursuance of any such securities to be allotted, or treasury shares to be sold, after such expiry and the may before such expiry make any offer or agreement that would or might require equity in 2018 or on 30 September 2018, whichever is the earlier, save that the Company and shall expire at the conclusion of the next Annual General Meeting of the Company

the purposes of its employee share schemes, provided that: and where such shares are held as treasury shares, the Company may use them for such terms and in such a manner as the Directors may from time to time determine (within the meaning of section 693(4) of the Act) of the Company's ordinary shares on of section 701 of the Companies Act 2006 (the "Act") to make market purchases That the Company be and is generally and unconditionally authorised for the purposes

$61$

issued ordinary share capital as at 7th July 2017; purchased is 29,955,591 which represents approximately 10 per cent. of the the maximum aggregate number of ordinary shares which may be so $(e)$

• amount spiall be exclusive of expenses, if any; the minimum price that may be paid for each ordinary share is 2.5p, which $(q)$
• $:100$ being as easy that a buried by the fracture where the purchase is carried independenti trade of an ordinary share and the highest current independent contracted to be purchased; and (ii) the higher of the price of the last five business days immediately preceding the date on which such share is derived from the Daily Official List of The London Stock Exchange plc for the average of the middle market quotations of the Company's ordinary shares, as ordinary share is an amount equal to the higher of: (i) 105 per cent. of the the maximum price (exclusive of expenses) which may be paid for each $(c)$
• to be held in 2018, or on 30 September 2018, whichever is the earlier; force until the conclusion of the next Annual General Meeting of the Company unless previously renewed, revoked or varied, this authority shall continue in $(p)$
• beniqxe ton bad vtitodtus aidt ti of this authority, and hay make purchases of ordinary shares pursuant to it as ordinary shares that would or might be executed wholly or partly after the expiry the Company may, before this authority expires, make a contract to purchase $(\theta)$
• be called on not less than 14 clear days' notice. That a general meeting of the Company (other than an annual general meeting) may $50^{\circ}$
• approved and the Directors be authorised to: ldentification, are initialled by the Chairman of the meeting, be and are hereby General Meeting, and produced in draft to this meeting and, for the purposes of leurned terms of which are summarised the Appendix to this Notice of Anumal Fhat the solt the Severied Periormance Share Plan 2011 (the "2017 Plan"), the .rs
• Prime: and T10S edt themelgmi of effect abienco vem vehicle appropriation of the 2017 the 2017 Plan and to adopt the 2017 Plan as so modified band to do all such take account of the requirements of best practice and for the implementation of of existing to achieve the S017 Plan as they may consider appropriate to $(e)$
• counting against the limits on individual or overall participation in the 2017 Plan. that any shares made available under such further plans are treated as local tax, exchange control or securities laws in overseas territories, provided to trucher plans based on the 2017 Plan but modified to take account of $(q)$
• this resolution. Director be increased to £200,000 per annum with effect from the date of passing of maximum aggregate amount of fees for their services as directors payable to each That, pursuant to Aricle 88 of the Aricles of Association of the Company, the 22.

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Chairman on 6/9/2017