AGM Information • May 26, 2020
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date: 2020-05-18 17:12:00+00:00
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Company No: 02806007
TYMAN PLC
(THE “COMPANY”)
ORDINARY AND SPECIAL RESOLUTIONS
PASSED AT ITS ANNUAL GENERAL MEETING
HELD ON 20 MAY 2020
At the Annual General Meeting of the Company duly convened and held on 20 May 2020, the following resolutions were passed with the requisite majority:
ORDINARY RESOLUTION
15. THAT the Directors be and are hereby generally and unconditionally authorised (in substitution for all existing authorities) to exercise all powers of the Company in accordance with Section 551 of the Companies Act 2006 (the Act) to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company (Rights):
and this authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, on 20 August 2021 (unless previously revoked or varied by the Company in general meeting) save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or Rights to be granted after the authority expires and the Directors may allot shares or grant Rights under any such offer or agreement as if this authority had not expired.
SPECIAL RESOLUTIONS
16. THAT, subject to the passing of Resolution 15, the Directors be and are hereby empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 (the Act) to allot equity securities (within the meaning of Section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 15 above or by way of a sale of equity securities held as treasury shares, as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:
17. THAT, subject to the passing of Resolution 15 above, the Directors be authorised in addition to any authority granted under subparagraph b. of Resolution 16 to allot equity securities for cash either pursuant to the authority conferred by Resolution 15 above or by way of a sale of equity securities held as treasury shares, as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this authority shall be:
and this authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, 20 August 2021 (unless previously revoked or varied by the Company in general meeting) save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or sold after the power expires and the Directors may allot or sell equity securities under any such offer or agreement as if this power had not expired.
18. THAT the Company be 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 with nominal value of 5 pence each of the Company, on such terms and in such manner as the Directors may from time to time determine, provided that:
19. THAT, with effect from the conclusion of the Annual General Meeting, the Articles of Association produced to the Meeting and, for the purposes of identification, initialled by the Chair, be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.
20. THAT a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice.
By order of the Board
Peter Ho
General Counsel & Company Secretary
20 May 2020
Registered office:
29 Queen Anne’s Gate
London SW1H 9BU
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