TREATT PLC — AGM Information 2018

Jan 26, 2018

RESOLUTIONS

of

TREATT PLC

At the ANNUAL GENERAL MEETING of the Company held at the Athenaeum, Angel Hill, Bury St Edmunds, Suffolk IP33 1LU on 26th January 2018, the following Resolutions were passed as Ordinary and Special Resolutions respectively.

ORDINARY RESOLUTIONS

Authority to allot securities

THAT

In accordance with Section 551 of the Companies Act 2006 (the "Act") the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (the "Rights") within the terms of the restrictions and provisions following; namely:

• this authority shall (unless previously revoked, varied or renewed) expire on the $(i)$ earlier of the date of the next Annual General Meeting of the Company following the passing of this resolution number 9 and 26 April 2019; and
• $(ii)$ this authority shall be limited up to an aggregate nominal amount of £349,174 (representing approximately 33 per cent of the existing issued share capital of the Company as at the date of this notice).

The power granted pursuant to this resolution shall allow and enable the Directors to make offers, and enter into agreements before the expiry of such authority 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 under any such offer or agreement as if the power conferred hereby had not expired.

SPECIAL RESOLUTIONS

Disapplication of pre-emption rights for up to 5% of existing share capital

THAT:

Conditionally upon the passing of resolution 9 above and in accordance with Section 570 of the Act, the Directors be and are hereby given power to allot equity securities pursuant to the authority conferred by resolution 9 above as if Section 561 of the said Act did not apply to any such allotment provided that:

• the power hereby granted shall be limited: $(i)$
• to the allotment of equity securities in connection with or pursuant to an $(aa)$ offer by way of a rights issue to the holders of shares in the Company and other persons entitled to participate therein, in the proportion (as nearly as may be) to such holders' holdings of such shares (or, as appropriate, to the number of shares which such other persons are for these purposes deemed to hold) subject only to such exclusions or other arrangements as the Directors may feel necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and

覆

• $(bb)$ to the allotment (otherwise than pursuant to sub-paragraph (i)(aa) of this resolution) of equity securities up to an aggregate nominal amount of £52,905 (representing approximately 5 per cent of the existing issued share capital of the Company as at the date of this notice);
• $(ii)$ the power hereby granted shall expire on the earlier of the date of the next Annual General Meeting of the Company following the passing of this Resolution and 26 April 2019:

Authority to purchase own shares

THAT:

The Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 693 of the Act) of ordinary shares of 2p each in the capital of the Company ("ordinary shares") provided that:

• the maximum number of ordinary shares authorised to be purchased is $(i)$ 5,290,517 (representing approximately 10 per cent of the present issued share capital of the Company);
• the minimum price (excluding stamp duty, dealing or other costs) which may be $(ii)$ paid for an ordinary share so purchased is 2p:
• $(iii)$ the maximum price which may be paid for an ordinary share so purchased is an amount equal to 5 per cent above the average of the middle market quotations shown for an ordinary share in The London Stock Exchange Daily Official List on the five business days immediately preceding the day on which that ordinary share is purchased:
• $(iv)$ the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2019, unless such authority is renewed, varied or revoked prior to such time; and
• the Company may prior to the expiry of such authority make a contract to $(V)$ purchase ordinary shares under the authority hereby conferred which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such contract.

Company Secretary