SEVERFIELD PLC — AGM Information 2019

Sep 3, 2019

SEVERFIELD PLC

Resolutions passed at the Annual General Meeting on 3 September 2019

At the Company's Annual General Meeting held at 12 noon today, 3 September, all of the resolutions listed below were passed on a show of held at 12 The

Ordinary Resolutions

• 1.
  financial vear ended 31 March 2010 to anual accounts and the reports of the Directors for the financial year ended 31 March 2019 together with the reports of the Directors for the
• 1. To approve the Directors' remuneration report (other than the part containing the Directors' Remuneration Policy) for the financial year ended 31 March 2019
     in the Annual Report and Accounts 2010 in the Annual Report and Accounts 2019.
• 1. To declare a final dividend of 1.8p per ordinary share in respect of the year ended 31 March 2019 payable on 13 September 2019 to shareholders on the year ended 31
     close of business on 16 August 2019 to shareholders on the register at the close of business on 16 August 2019.
• 1. To reappoint John Dodds as a Director.
• To reappoint Ian Cochrane as a Director. 5.
• 1. To reappoint Alan Dunsmore as a Director.
• 1. To reappoint Derek Randall as a Director.
• To reappoint Adam Semple as a Director. 8.
• 1. To reappoint Alun Griffiths as a Director.
• 1. To reappoint Tony Osbaldiston as a Director.
• 1. To reappoint Kevin Whiteman as a Director.
• 1. of the next Annual General Meeting of the Company in 2020.
• 1. To authorise the Directors to determine the auditors' remuneration.
• 1. That the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all of the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares in the Company:
  2. (a) (6) of the Act) of £2,549,000 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and
  3. (b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £5,098,000 (such amount to be reduced by the allotments or grants made under (a) above) in connection with or pursuant to an offer or invitation by way of a rights issue in favour of:
• (i) respective number of ordinary shares held by them on the record date for such allotment; and
• (ii) therein or if the Directors consider it necessary, as permitted by the rights of those securities,

but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, consider dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever, provided that such authorities shall expire at the conclusion of the Annual General Meeting of the Company in 2020 or on 30 September 2020 whichever is the earlier, save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted, after such expiry and the Directors may allot shares, or grant rights to be granted, a
to convert any security into shares, it is a subscribe to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorities conferred by this Resolution had not expired.

Special resolutions

• 1. General Meeting, the Directors be empowered pursuant to sections 570(1) and 573 of the Companies 2006 (the "Act") to:
  2. (a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authority confered by Resolution 15 of the Colinpany for Annual General Meeting; and
  3. (b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,

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

(i) securities (but in the case of the authority granted under Resolution 14(b), by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled of participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements, record dates or legal or practical difficulties which may arise under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory or any other matter whatsoever; and

(ii) in the case of any sale of treasury shares) and otherwise than pursuant to sub-paragraph (i) of this Resolution, up to an aggregate nominal amount of £382,000,

and shall expire on the conclusion of the Annual General Meeting of the Company in 2020, or on 30 September 2020, which over is the earlier, save that the Company in before such expiry make any offer or arceement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this Resolution had not expired.

• 16 Annual General Meeting, and in addition to the power given by that Resolution 15, the Directors be empowered pursuant to sections 570 (1) and 573 of the Companies Act 2006 (the "Act") to:
  • (a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by paragraph (a) of Resolution 14 of this Annual General Meeting; and
  • (b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,

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

(i) limited to the allotment of equity securities and the sale of treasury shares for cash otherwise than pursuant to the said Resolution 15, up to an aggregate nominal amount of £382,000; and

(ii) used only for the purposes of financing, if the authority is to be used within six months of the original transaction which the authority is to be used determined to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group prior to the date of this notice, or for any other purposes as the Pre-Company in general meeting may at any time by special resolution determine;

and shall expire at the conclusion of the next Annual General Meeting of the Company in 2020 or on 30 September 2020, which ever is the earlier, save that the Company
may before such expiry moke one office ever is the earlier, save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

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

2. (a) the maximum aggregate number of ordinary shares which may be so purchased is 30,590,000, which represents approximately 10 per cent. of the issued ordinary share capital as at 26th July 2019;

3. (b) the minimum price that may be paid for each ordinary share is 2.5p, which amount shall be exclusive of expenses, if any;
4. (c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to the higher of: (i) 105 per cent. of the average of the middle market quotations of the Company's ordinary shares, as derived from the Daily Official List of The Confon Stock Exchange plc for the five business days immediately proceding the date on which such share is contracted to be purchased; and (ii) the higher of the price of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share of amary onare and the nights's current independent bio
5. (d) unless previously renewed, revoked or varied, this authority shall continue in force until the conclusion of the next Annual General Meeting of the Continue in
   to be held in 2020, or on 30 Sentamber 2000 to be held in 2020, or on 30 September 2020, whichever is the Carlier,
6. (e) ordinary shares that would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant the expiry
   if this authority had not expired if this authority had not expired.
7. 1. be called on not less than 14 clear days' notice.

Signed ..

Mark Sanderson

Company Secretary on 3/9/2019