SSP Group PLC — AGM Information 2017

Mar 14, 2017

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

SSP GROUP PLC

(Passed on 13 March 2017)

At the Annual General Meeting of SSP Group plc (the "Company"), duly convened and held at the offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London, EC4Y 1HT on 13 March 2017 at 11.00am, the following resolutions were passed as an ordinary resolution and special resolutions:

ORDINARY RESOLUTION

• 1. That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:
• $(a)$ up to a nominal amount of £1,584,029; and
• $(b)$ comprising equity securities (as defined in section $560(1)$ of the Act) up to an aggregate nominal amount of £3,168,058 (such amount to be reduced by any allotments made under paragraph (a) above) in connection with an offer by way of a rights issue to:
  • $(i)$ ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • $(ii)$ holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory, or practical problems in, or under the laws of, any territory or any other matter.

The authorities conferred on the Directors to allot securities under paragraphs (a) and (b) will expire at the conclusion of the annual general meeting of the Company to be held in 2018 or at the close of business on 13 June 2018, whichever is sooner, (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require such securities to be allotted after such expiry and the Directors may allot such securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

SPECIAL RESOLUTIONS

• 1. That, subject to the passing of Resolution 14, the Directors be given powers pursuant to sections 570 and 573 of the Companies Act 2006 (the Act) to allot equity securities (as defined in section $560(1)$ of the Act) for cash under the authority given by Resolution 14 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, as if section 561(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment, provided that such power be limited to:
• $(a)$ the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14 above, by way of a rights issue only) to:
  • $(i)$ ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • $(ii)$ holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

$(b)$ the allotment of equity securities for cash (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £237,604,

such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2018 or at the close of business on 13 June 2018, whichever is sooner, (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

• 1. That, subject to the passing of Resolution 14, the Directors be given powers pursuant to sections 570 and 573 of the Companies Act 2006 (the Act) and in addition to any authority granted under Resolution 15, to allot equity securities (as defined in section $560(1)$ of the Act) for cash under the authority given by Resolution 14 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, as if section 561(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment, provided that such power be:
• limited to the allotment of equity securities up to a nominal amount of £237,604; and $(a)$
• $(b)$ 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 Directors determine 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 notice,

such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2018 or at the close of business on 13 June 2018, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting).

The Company may before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

1. That the Company be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 (the Act) to make market purchases (as defined in section 693 of the Act) of ordinary shares of 1 pence each in the capital of the Company (ordinary shares) on such terms and in such manner as the Directors may determine provided that:

2. $(a)$ the maximum number of ordinary shares which may be purchased is 47,520,876;

3. $(b)$ the minimum price (exclusive of expenses) which may be paid for each ordinary share is its nominal value;
4. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be $(c)$ more than the higher of:
5. $(i)$ an amount equal to 105 per cent. of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the ordinary share is purchased; and
6. $(ii)$ 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 as derived from the London Stock Exchange Trading System; and
7. $(d)$ this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2018 or, at the close of business on 13 June 2018, whichever is sooner.
8. 1. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Helen Byrne Company Secretary