SEVERFIELD PLC — AGM Information 2018

Sep 4, 2018

SEVERFIELD PLC

Resolutions passed at the Annual General Meeting on 4 September 2018

resolutions listed below were passed on a show of hands. At the Company's Annual General Meeting held at 12 noon today, 4 September, all of the

Ordinary Resolutions

• financial year ended 31 March 2018 together with the report of the auditor thereon. To receive and adopt the annual accounts and the reports of the Directors for the 'l
• .810S stnuoooA bns troqeA lsunnA ent ni Directors' Remuneration Policy) for the financial year ended 31 March 2018 as set out To approve the Directors' remuneration report (other than the part containing the ج.
• .810S tauguA T1 no aseniaud to eaclo March 2018 payable on 14 September 2018 to shareholders on the register at the To declare a final dividend of 1.7p per ordinary share in respect of the year ended 31 .ε
• .810S tauguA T1 no aseniaud to eaolo 31 March 2018 payable on 14 September 2018 to shareholders on the register at the To declare a special dividend of 1.7p per ordinary share in respect of the year ended `⊅
• To reappoint John Dodds as a Director. ٠ç
• $\cdot$ 9 To reappoint lan Cochrane as a Director.
• To reappoint Alan Dunsmore as a Director. $\cdot_L$
• $\cdot$ 8 To reappoint Derek Randall as a Director.
• To reappoint Adam Semple as a Director. $6^{\circ}$
• To reappoint Alun Griffiths as a Director. $.01$
• To reappoint Tony Osbaldiston as a Director. $\cdot \iota \iota$
• To reappoint Kevin Whiteman as a Director. $75$
• of the next Annual General Meeting of the Company in 2019. To reappoint KPMG LLP as auditors of the Company to hold office until the conclusion $SE$
• To authorise the Directors to determine the auditors' remuneration. `tl
• 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 $\overline{S}$

• allotted or granted under (b) below in excess of such sum); and (6) of the Act) of £2,530,122 (such amount to be reduced by the nominal amount up to an aggregate nominal anount (within the meaning of sections 551(3) $(e)$

• by way of a rights issue in favour of: made under (a) above) in connection with or pursuant to an offer or invitation Act) of £5,060,244 (such amount to be reduced by the allotments or grants aggregate nominal annomi (within the meaning of section 551(3) and (6) of the comprising equity securities (as defined in section 560 of the Act) up to $(q)$

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

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 2019 or on 30 September 2019 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

Special Resolutions

$(1)$

• :of ("to Anpanies 2006 (the "Act") to: General Meeting, the Directors be empowered pursuant to sections 570(1) and 573 That, subject to the passing of Resolution 15 as set out in the notice of this Annual $.81$
• Annual General Meeting; and cash pursuant to the authority conferred by Resolution 15 of the notice of this $(e)$ allot equity securities (as defined in section 560 of the Act) of the Company for
• 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 alloment or sale, provided that this

arrangements as the Directors may consider necessary or expedient to by the rights of those securities) but subject to such exclusions or other participate therein or if the Directors consider it necessary, as permitted sale (and holders of any other class of equity securities entitled to of ordinary shares held by them on the record date for such allotment or shares in proportion (as nearly as practicable) to the respective number 15(b), by way of a rights issue only) in favour of holders of ordinary securities (but in the case of the authority granted under Resolution in connection with or pursuant to an offer of or invitation to acquire equity

exchange in any territory or any other matter whatsoever; and regulations or requirements of any regulatory authority or any stock difficulties which may arise under the laws of any territory or the lesibarq no lagel no aetab broson attrementine lancitoal or practical

amount of £379,518, to sub-paragraph (i) of this Resolution, up to an aggregate nominal in the case of ans veles of treasury shares) and otherwise than pursuant $(1)$ in the case of the authorisation granted under Resolution 15(a) above (or

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 2019, or on 30 September 2019, whichever is the earlier, save that the Company may and shall expire on the conclusion of the Annual General Meeting of the Company in

:of (" $12A$ " $\theta$ dt") 8002 Directors be empowered pursuant to sections 570 (1) and £73 of the Companies Act Annual General Meeting, and in addition to the power given by that Resolution 16, the That, subject to the passing to general the supplemental to be nout in the notice of this

• of this Annual General Meeting; and cash pursuant to the authorisairon conferred by paragraph (a) of Resolution 15 $(e)$ allot equity securities (as defined in section 560 of the Act) of the Company for
• 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 it section 561 of the Act did not apply to any such alloment or sale, provided that

• aggregate nominal amount of £379,518; and for cash otherwise than pursuant to the said Resolution 16, up to an limited to the allotment of equity securities and the sale of treasury shares $($ ! $)$
• in general meeting may at any time by special resolution determine; prior to the date of this notice, or for any other purposes as the Company Disapplying Pre-Emption Rights published by the Pre-Emption Group investment of a kind contemplated by the Statement of Principles on which the directors have determined to be an acquisition or other capital to be used within six multiple origino in the proportion), a transportion used only for the purposes of financing (or refinancing, if the authority is $($ !! $)$

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 equity 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 in 2019 or on 30 September 2019, whichever is the earlier, save that the Company and shall expire at the conclusion of the next Annual General Meeting of the Company

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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 of eiming 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

• issued ordinary share capital as at 2^nd July 2018; purchased is 30,361,466, which represents approximately 10 per cent. of the $(e)$ the maximum aggregate number of ordinary shares which may be so
• amount shall be exclusive of expenses, if any; $(q)$ the minimum price that may be paid for each ordinary share is 2.5p, which
• for an ordinary share on the trading venues where the purchase is carried out; bid trabneqebni tranup teadgid edt bns ensna vremibno na to ebstt trabneqebni contracted to be purchased; and (ii) the higher of the price of the last five business days immediately preceding the date on which short 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 $(c)$ the maximum price (exclusive of expenses) which may be paid for each
• to be held in 2019, or on 30 September 2019, 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 $(p)$
• if this authority had not expired. of this authority, and make purchases of ordinary shares pursuant to it as ordinary shares that would or might be executed wholly or partly after the expiry $(\theta)$ the Company may, before this authority expires, make a contract to purchase
• be called on not less than 14 clear days' notice. That a general meeting of the Company (other than an annual general meeting) may

$.61$

Keiner Signed.......

John Dodds

Chairman on 4/9/2018

$.8₁$