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TRIFAST PLC AGM Information 2016

Mar 31, 2016

4723_rns_2016-03-31_6d212555-5f00-47a2-abd5-51b594af86f0.pdf

AGM Information

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Trifast plc Incorporated in the United Kingdom Registered number: 0191797 Tel: +44 (0) 1825 747366 www.trifast.com

THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES RESOLUTIONS of TRIFAST PLC (the Company) PASSED ON 27 JULY 2016

At the Annual General Meeting of the Company duly convened and held on Wednesday 27 July 2016 at Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW, the following resolutions were passed as special business as indicated below:

(Resolution 10 proposed as an ordinary resolution and Resolutions 11, 12, 13 and 14 as special resolutions)

ORDINARY RESOLUTION

10. 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 2017 or 27 October 2017, whichever is the earlier, and for such period the Section 551 Amount be £1,926,747.

SPECIAL RESOLUTIONS

11. 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 2017 or 27 October 2017, whichever is the earlier:

  • (a) in connection with a rights issue; or
  • (b) otherwise than in connection with a rights issue, with a Section 561 Amount of £291,931.

12. That in addition to the authority granted under Resolution 11, 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 further renewed for the period ending on the date of the Annual General Meeting in 2017 or 27 October 2017, whichever is the earlier, with an additional Section 561 Amount of £291,931 to be used only for the purposes of financing (or refinancing) a transaction which the Directors determine to be an acquisition or other capital investment pursuant to the Statement of Principles on Disapply Pre-Emption Rights most recently published by the Pre-Emption Group.

13. 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:

(a) the maximum number of ordinary shares which may be purchased is 11,677,257 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 2017 or, if earlier, 27 October 2017 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.

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

Signed on behalf of Trifast plc

Lyndsey Case Company Secretary Trifast plc

27 July 2016