XPS PENSIONS GROUP PLC — AGM Information 2018

Sep 13, 2018

XPS Pensions Group plc Registered office: 1 Station Hill Reading Berkshire RG11 NB

Company Number: 08279139

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS OF XPS PENSIONS GROUP PLC (THE "COMPANY") (Passed 13 September 2018)

At the Annual General Meeting of the members of the Company convened and held on 13 September 2018, the following resolutions were duly passed:

As an Ordinary Resolution:

Resolution 15 - 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 of the Company:

(A) up to an aggregate nominal amount of £33,975.28; and

(B) comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £33,975.28 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 2019, 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, any territory.

As Special Resolutions:

Resolutions 16 & 17 - Disapplication of pre-emption rights

1. That if Resolution 15 is passed, the Directors be authorised to allot equity securities (as defined in 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 allotments for rights issues and other pre-emptive issues; 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 £5,096.29, being approximately 5% of the issued ordinary share capital as at 6 July 2018:

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 2019 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.

1. That if Resolution 15 is passed, the Directors be authorised in addition to any authority granted under Resolution 16 to allot equity securities (as defined in 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 £5,096.29, being approximately 5% of the issued ordinary share capital as at 6 July 2018; 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 2019 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 18 - 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 20,385,169;

(B) the minimum price which may be paid for each ordinary 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; and

(D) this authority shall expire at the conclusion of the Company's next Annual General Meeting or, if earlier, 30 September 2019 (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 19 – 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.

Resolution 20 – Matters relating to a previous distribution

That:

(A) the appropriation of distributable profits of the Company (as shown in the interim accounts of the Company made up to 30 November 2017 and filed with the Registrar of Companies on 21 June 2018) to the payment of the interim dividend of 2.1 pence per ordinary share paid on 8 February 2018 (the "Relevant Distribution") and having a total value of £2,836,249.20 be and is authorised by reference to the same record date as the original accounting entries for the Relevant Distribution;

(B) any and all claims which the Company has or may have arising out of or in connection with the payment of the Relevant Distribution against its shareholders who appeared on the register of shareholders on the record date for the Relevant Distribution (or the personal representatives and their successors in title (as appropriate) of a shareholder's estate if he or she is deceased) be waived and released, and that a deed of release in favour of such shareholders (or the personal representatives and their successors in title (as appropriate) of a shareholder's estate if he or she is deceased) be entered into by the Company in the form produced to the AGM and initialled by the Chairman for the purposes of identification (the "Shareholders' Deed of Release") and any Director in the presence of a witness, any two Directors or any Director and the Company Secretary be authorised to execute the same as a deed poll for and on behalf of the Company; and

(C) any and all claims which the Company has or may have against each of its Directors (or the personal representatives and their successors in title (as appropriate) of his or her estate if such Director is deceased) arising out of or in connection with the approval, declaration or payment of the Relevant Distribution be waived and released and that a deed of release in favour of each of such Directors (or the personal representatives and their successors in title (as appropriate) of his or her estate if such Director is deceased) be entered into by the Company in the form produced to the AGM and initialled by the Chairman for purposes of identification (the "Directors' Deed of Release") and any Director in the presence of a witness, any two Directors or any Director and the Company Secretary be authorised to execute the same as a deed poll for and on behalf of the Company.

Prism Cosec Limited Company Secretary 18 September 2018