VIDENDUM PLC — AGM Information 2023

Dec 12, 2023

Company number: 00227691

The Companies Act 2006

VIDENDUM PLC (the "Company")

COPY RESOLUTIONS

Passed on 7 December 2023

At a general meeting of the members of the Company duly convened and held at 41 Portland Place, London, W1B 1QH on 7 December 2023 at 10.30 a.m., the following resolutions were duly passed:

ORDINARY RESOLUTIONS

Resolution 1 – Authority to allot shares

THAT, subject to and conditional upon resolutions 2, 3 and 4 being duly passed, the Company's board of directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company pursuant to and in accordance with section 551 of the Companies Act 2006 to allot shares and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £9,465,991 pursuant to the Capital Raising and the Director and Senior Management Subscriptions, which authority shall be in addition to the existing authority conferred on the Company's board of directors on 11 May 2023, which shall continue in full force and effect. The authority conferred by this resolution shall expire at the conclusion of the Company's next annual general meeting (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied.

Resolution 2 – Authority to allot shares at a discount

THAT, subject to and conditional upon resolutions 1, 3 and 4 being duly passed, the Company's board of directors be and are hereby generally and unconditionally authorised to allot up to 47,329,954 New Ordinary Shares pursuant to the Capital Raising and the Director and Senior Management Subscriptions at an issue price of 267 pence, which is at a 3.3% discount to the Closing Price of the Existing Ordinary Shares as at 20 November 2023 (being the last Business Day before the publication of this document) and otherwise on the terms set out in the Prospectus, such authority to expire on the conclusion of the next annual general meeting of the Company (unless previously revoked or varied by the Company in a general meeting).

Resolution 3 – Alantra related party transaction

THAT, subject to and conditional upon resolutions 1, 2 and 4 being duly passed, the subscription by Alantra of up to 11,235,955 New Ordinary Shares pursuant to the Capital Raising, be and is hereby approved.

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SPECIAL RESOLUTION

Resolution 4 – Disapplication of pre-emption rights

THAT, subject to and conditional upon resolutions 1, 2 and 3 being duly passed, in addition to all existing authorities conferred on the Company's board of directors, the Company's board of directors be and are hereby generally and unconditionally authorised pursuant to section 571 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash, pursuant to the authority conferred by resolutions 1 and 2 above, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, such power to be limited to the allotment of equity securities pursuant to the authority granted by resolutions 1 and 2 up to an aggregate nominal amount of £9,465,991. This authorisation:

(A) expires at the conclusion of the Company's next annual general meeting (unless previously revoked or varied by the Company in a general meeting), save that the Company may, before such expiry, revocation or variation, make an offer or enter into an agreement which would, or might, require equity securities to be allotted after such expiry, revocation or variation and the Company's board of directors may allot equity securities in pursuance of such offer or agreement as if the authority hereby conferred by this resolution had not expired or been revoked or varied; and

(B) shall enable the allotment of equity securities in connection with the Capital Raising and the Director and Senior Management Subscriptions including any limits, restrictions, or arrangements which the Company's board of directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter in connection with therewith.

Signed

Jon Bolton
Company Secretary

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