Syncona Limited

AGM Information • Aug 6, 2024

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author: Le Prevost, Emily (Citco)
date: 2021-08-09 08:11:00+00:00

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| | SYNCONA LIMITED
Registration Number: 55514
(the “Company”) |
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| Certified True Extract of the minutes of the ANNUAL General Meeting of the MemberS of the Company held at the offices of citco fund services (guernsey) limited, FRANCES HOUSE, SIR WILLIAM PLACE, ST PETER PORT GUERNSEY on 6 AUGUST 2024 at 1.00 Pm | Certified True Extract of the minutes of the ANNUAL General Meeting of the MemberS of the Company held at the offices of citco fund services (guernsey) limited, FRANCES HOUSE, SIR WILLIAM PLACE, ST PETER PORT GUERNSEY on 6 AUGUST 2024 at 1.00 Pm |
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| DIRECTORS' AUTHORITY TO ALLOT SHARES – ORDINARY RESOLUTION: | IT WAS RESOLVED that the Directors be generally and unconditionally authorised to allot and issue, grant rights to subscribe for, or to convert securities into, up to 215,195,340 Ordinary Shares (being 33.33 per cent of the Company’s shares in issue as at the Latest Practicable Date) for the period expiring on the date falling fifteen months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired. |
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| SHARE BUYBACK AUTHORITY – SPECIAL RESOLUTION: | IT WAS RESOLVED that the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of the Companies (Guernsey) Law, 2008, as amended (the “Companies Law”), to make market acquisitions (as defined in the Companies Law) of its shares (either for the retention as treasury shares for future resale or transfer or cancellation) PROVIDED THAT:
the maximum number of shares authorised to be purchased shall be 96,783,022 Ordinary Shares (being 14.99 per cent. of the shares in issue as at the Latest Practicable Date);
the minimum price (exclusive of expenses) which may be paid for a share shall be 1 penny;
the maximum price which may be paid for a share is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for a share on the relevant market for the five business days immediately preceding the date on which the share is purchased; and (b) the higher of (i) the price of the last independent trade for a share and (ii) the highest current independent bid for a share at the time of purchase; and
the authority hereby conferred shall expire on the date that is fifteen months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in a general meeting. |
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| DISAPLICATION OF
PRE-EMPTION RIGHTS – EXTRAORDINARY RESOLUTION: | IT WAS RESOLVED that, in accordance with Article 6.7 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) 64,565,058 Ordinary Shares (being 10 per cent. of the shares in issue as at the Latest Practicable Date) for cash as if Article 6.2 of the Articles did not apply to the allotment and issue (or sale from treasury) for the period expiring on the date falling fifteen months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted and issued (or sold) after such expiry and the Directors may allot and issue (or sell) shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. |
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Authorised Signatory
For and on behalf of Citco Fund Services (Guernsey) Limited
As Company Secretary |