WALKER CRIPS GROUP PLC — AGM Information 2014

Aug 5, 2014

RESOLUTIONS

OF

WALKER CRIPS GROUP PLC (Company)

PASSED ON 18 JULY 2014

At the annual general meeting of the Company duly convened and held at the South Place Hotel, 3 South Place, London, EC2M 2AF on 18 July 2014 at 11.00 a.m., the following resolutions were duly passed as Special Business:

ORDINARY RESOLUTION

Authority to allot shares

That the authority and power conferred upon the Directors to allot shares or to grant rights to subscribe for or to convert any security into shares in accordance with Article 12 of the Company's Articles of Association shall apply until the earlier of the conclusion of the next annual general meeting of the Company or the date falling 15 months from the date of the passing of this resolution and for that period the Section 551 Amount (as defined in Article 12(B)) shall be £822,137 (equivalent to one third of the Company's issued share capital (excluding treasury shares) as at 20 June 2014). All previous authorities pursuant to Article 12(B) are revoked, subject to Article 12(D).

SPECIAL RESOLUTIONS

Authority to disapply pre-emption rights

That the authority and power conferred upon the Directors to allot equity securities for cash in accordance with Article 12 of the Company's Articles of Association shall apply until the earlier of the conclusion of the next annual general meeting of the Company or the date falling 15 months from the date of the passing of this resolution and for that period the Section 561 Amount (as defined in Article 12(C)) shall be £251,641 (equivalent to 10% of the issued ordinary share capital of the company as at 20 June 2014). All previous authorities pursuant to Article 12(C) are revoked, subject to Article 12(D).

Authority to purchase own shares

That the Company be and is hereby granted pursuant to section 701 of the Companies Act 2006 general and unconditional authority to make market purchases (within the meaning of section 693 of the Companies Act 2006) on the London Stock Exchange of ordinary shares of 6% pence each in the capital of the Company ("Ordinary Shares") provided that:

the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is a) limited to 10% of the Company's issued share capital then in issue;

• $b)$ the minimum price which may be paid for any Ordinary Shares is 6% pence per Ordinary Share:
• the maximum price (exclusive of expenses) which may be paid for any Ordinary Shares is $\circ)$ not more than 5% above the average of the middle market quotations for the Ordinary Shares (as derived from the London Stock Exchange Daily Official List) for the 10 business days before the purchase is made:
• $d)$ the authority hereby conferred shall expire at the earlier of the conclusion of the next annual general meeting of the Company or the date falling 15 months from the date of the passing of this resolution; and
• $e)$ the Company may make a contract or contracts to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary Shares pursuant to any such contract or contracts. This resolution shall confer on the Directors all rights for the Company to make any such market purchase of the Company's own shares as are required under the terms of Article 11(B).

For and on behalf of Walker Crips Group Plc Rodney Fitzgerald Director