XPS PENSIONS GROUP PLC — AGM Information 2017

Sep 14, 2017

Xafinity plc Registered office: Phoenix House 1 Station Hill Reading RG1 1NB

Company Number: 08279139

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS OF XAFINITY PLC (THE "COMPANY") (Passed 14 September 2017)

At the Annual General Meeting of the members of the Company convened and held on 14 September 2017, the following resolutions were duly passed:

As Ordinary Resolutions:

Resolution 4 - Directors' Remuneration Policy

To approve the Directors' Remuneration Policy, the full text of which is set out on pages 37 to 43 of the Company's Annual Report for the year ended 31 March 2017.

Resolution 14 - Directors' authority to allot shares

To generally and unconditionally authorise the Directors pursuant to and in accordance with Section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:

• (A) up to an aggregate nominal amount of £22,816.04; and
• (B) comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £22,816.04 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or on 30 September 2018, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this Resolution, 'rights issue' means an offer to:

• (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of (or the requirements of any regulatory body or stock exchange in), any territory.

As Special Resolutions:

Resolutions 15 - Disapplication of pre-emption rights

That if Resolution 14 is passed, the Directors be authorised to allot equity securities (as defined in Section 560 of the Companies Act 2006 (the '2006 Act;)) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:

• (A) to the allotment of equity securities or sale of treasury shares in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authority granted under Resolution 14(B) by way of a rights issue (as defined in that Resolution) only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of (or the requirements of any regulatory body or stock exchange in), any territory; and
• (B) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to an aggregate nominal value of £3,422.41, being approximately 5% of the issued ordinary share capital as at 7 July 2017:

such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 September 2018 but, in each case, prior to its expiry the Company may make offers, and enter, into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 16 - Disapplication of pre-emption rights in connection with an acquisition or specified capital investment

That if Resolution 14 is passed, the Directors be authorised in addition to any authority granted under Resolution 15 to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

• (A) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £3,422.41, being approximately 5% of the issued ordinary share capital as at 7 July 2017; and
• (B) 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 Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 September 2018 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 17 - Authority to purchase own shares

To unconditionally and generally authorise the Company for the purpose of Section 701 of the Companies Act 2006 (the '2006 Act') to make market purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares of £0.0005 each in the capital of the Company provided that:

• (A) the maximum number of ordinary shares which may be purchased is 13,689,624;
• (B) the minimum price which may be paid for each share is £0.0005 (being the nominal value of an ordinary share);
• (C) the maximum price which may be paid for an ordinary share is an amount equal to the higher of (i) 105 per cent. of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System;
• (D) this authority shall expire at the conclusion of the Company's next Annual General Meeting or, if earlier, 30 September March 2018 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

Resolution 18 - Notice of general meetings

To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

Prism Cosec Limited Company Secretary 14 September 2017