TRIFAST PLC — AGM Information 2022

Sep 8, 2022

Trifast plc

Trifast plc
Registered number: 0191797
Incorporated in the United Kingdom
LSE Premium Listing: Ticker: TRI
LEI number: 213800WFIVE6RUK3CR22
Tel: +44 (0) 1825 747366
www.trifast.com

THE COMPANIES ACT 2006: COMPANY LIMITED BY SHARES

RESOLUTIONS of TRIFAST PLC (the Company)

PASSED ON 7 SEPTEMBER 2022

At the Annual General Meeting of the Company duly convened and held Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW on 7 September 2022 at 12 noon, the following resolutions were passed as special business:

SPECIAL RESOLUTIONS:

Resolution 13: To allow the Directors authority for disapplication of pre-emption rights.

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 2023 or 7 December 2023, 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 £340,262.

Resolution 14: To allow the Directors authority for disapplication of pre-emption rights for an acquisition or capital investment.

THAT in addition to the authority granted under Resolution 13, 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 2023 or 7 December 2023, whichever is the earlier, with an additional section 561 amount of £340,262 to be 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 pursuant to the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group.

Resolution 15: To authorise the Company to make market purchases of its own shares.

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) 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 13,610,494 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 2023 or, if earlier, 7 December 2023 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 Companies Act 2006.

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Resolution 16: Notice periods for general meetings

THAT a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice. A member entitled to attend and vote is entitled to appoint a proxy or proxies to attend, speak and vote on his/her behalf at the Meeting. If more than one proxy is appointed each proxy must be appointed in respect of different shares held by that member. A proxy need not be a member of the Company.

To view the Results of Voting at the AGM in full go to Trifast plc | Shareholder meetings (trfastenings.com)

Signed on behalf of Trifast plc

Christopher Morgan
Company Secretary
Trifast plc
Email: Companysecretariat@trifast.com
Office: +44 (0) 1825 747630

8 September 2022