TRIFAST PLC — AGM Information 2014

Sep 18, 2014

TRIFAST PLC

(Company number: 01919797)

RESULT OF MEETING

At the Annual General Meeting of Trifast plc held at Trifast House, Bellbrook Park, Uckfield, East Sussex. TN22 1QW on 18 September 2014 the following resolutions were passed:

ORDINARY RESOLUTION

A THAT the authority and power conferred on the Directors by the Company's Articles of Association to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company be renewed for the period ending on the date of the Annual General Meeting in 2015 or 18 December 2015, whichever is the earlier, and for such period the Section 551 Amount be £1,890,907.

SPECIAL RESOLUTIONS

• _R THAT the authority and power conferred on the Directors by the Company's Articles of Association to allot equity securities or to sell treasury shares wholly for cash be renewed for the period ending on the date of the Annual General Meeting in 2015 or 18 December 2015, whichever is the earlier:
• $(a)$ in connection with a rights issue; or
• otherwise than in connection with a rights issue, with a Section 561 Amount of $(b)$ £283,636.
• C THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006 (the "Act") of ordinary shares of 5p each in the capital of the Company ("ordinary shares") provided that:
• the maximum number of ordinary shares which may be purchased is 11,345,441 $(a)$ ordinary shares;
• $(b)$ the maximum price at which ordinary shares may be purchased is an amount equal to 5% above the average of the middle market quotations for the ordinary shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase and the minimum price is 5p per ordinary share (in both cases exclusive of expenses);
• $(c)$ the authority to purchase conferred by this resolution shall expire on the date of the Annual General Meeting in 2015 or, if earlier, 18 December 2015 save that the Company may, before such expiry, enter into a contract to purchase ordinary shares under which such purchases will or may be completed or executed wholly or partly after the expiration of this authority and may make a purchase of ordinary shares in pursuance of any such contract; and
• $(d)$ all ordinary shares purchased pursuant to the said authority shall be either:
  • $(i)$ cancelled immediately upon completion of the purchase; or
  • $(ii)$ held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act.

D THAT a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice

ORDINARY RESOLUTIONS

• E THAT the employee share plan summarised at Annexure 1 to this notice* (the "Employee" Share Plan") and to be constituted by the draft rules produced to the Meeting be approved (subject to such modification as the Directors may consider necessary or desirable to take account of any applicable statutory or regulatory requirements or prevailing practice) and that the Directors be and are hereby authorised to take all actions that they consider necessary, desirable or expedient to implement and establish the Employee Share Plan.
• F THAT the Save As You Earn scheme summarised at Annexure 2 to this notice* (the "SAYE Scheme") and to be constituted by the draft rules produced to the Meeting be approved (subject to such modification as the Directors may consider necessary or desirable to take account of any applicable statutory or regulatory requirements or prevailing practice) and that the Directors be and are hereby authorised to take all actions that they consider necessary, desirable or expedient to implement and establish the SAYE Scheme.

Mark Belton

Director

*Copies of these summaries are available from the Company's website: www.trifast.com