The following resolutions (being resolutions other than resolutions concerning ordinary business) were passed by the Company at its Annual General Meeting held on 01 September 2026.
Resolution 11 - Political donations
That, in accordance with ss366-367 of the Companies Act 2006 (CA2006), the Company and all its subsidiary companies from time to time during the period for which this resolution is effective be authorised to:
(a) make political donations to political parties and/or independent election candidates not exceeding £10,000 in aggregate;
(b) make political donations to political organisations other than political parties not exceeding £10,000 in aggregate; and,
(c) incur political expenditure, not exceeding £10,000 in aggregate,
provided that the amount of political donations made, and political expenditure incurred, by the Company and its subsidiaries pursuant to this resolution shall not in aggregate exceed £10,000.
Such power shall, unless previously renewed, revoked or varied, expire at the conclusion of the Company's next annual general meeting after this resolution is passed or on 30 September 2027, whichever is the earlier. For the purpose of this resolution the above terms (political donations, political parties, independent election candidates, political organisations and political expenditure) shall have the same meanings as set out in Part 14 of the CA2006.
The authorised sum referred to in paragraphs (a), (b) and (c) of this resolution may be comprised of one or more amounts in different currencies which, for the purpose of calculating that authorised sum, shall be converted into pounds sterling at such rate as the Board of the Company in its absolute discretion may determine to be appropriate.
Resolution 12 - Authority to allot shares
That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised in accordance with s551 of the CA2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:
(a) up to an aggregate nominal amount of £254,561 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and,
(b) comprising equity securities up to an aggregate nominal amount of £509,122 (such amount to be reduced by the aggregate nominal amount of shares allotted or rights to subscribe for or to convert any security into shares in the Company granted under paragraph (a) of this resolution 12 in connection with or pursuant to an offer or invitation to apply for equity securities by way of a pre-emptive offer or invitation (including a rights issue or open offer):
(i) to holders of ordinary shares in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them on the record date for such allotment; and,
(ii) to holders of any other class of equity securities entitled to participate therein or as permitted by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever.
Such authorities shall, unless previously renewed, revoked or varied, expire at the conclusion of the Company's next annual general meeting after this resolution is passed or on 30 September 2027, whichever is the earlier, but, in each case, so that the Company may make offers and enter into agreements before the authority expires 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 expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority conferred by this resolution had not expired.
SPECIAL RESOLUTIONS
Resolution 13 - Disapplication of pre-emption rights: standard
That subject to the passing of resolution 12 set out in this Notice of the 2026 Annual General Meeting of the Company (Notice), the Directors be given the power pursuant to ss 570(1) and 573 CA2006 to:
(a) allot equity securities (as defined in s560 CA2006) of the Company for cash pursuant to the authorisation conferred by that resolution 12; and
(b) sell ordinary shares (as defined in s560(1) CA 2006) held by the Company as treasury shares for cash, as if s561 CA2026 did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:
(i) in connection with or pursuant to an offer of or invitation to apply for equity securities (but in the case of the authority granted under paragraph (b) of resolution 12 by way of a pre-emptive offer or invitation (including a rights issue or open offer), in favour of holders of ordinary shares in proportion (as nearly as may be 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 class of equity securities entitled to participate therein 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 deem necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever; and
(ii) in the case of the authorisation granted under paragraph (a) of resolution 12 (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i) of this resolution 13, up to an aggregate nominal amount of £38,184 and shall expire at the conclusion of the Company's next annual general meeting or on 30 September 2027, whichever is the earlier, save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares, in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
Resolution 14 - Disapplication of pre-emption rights: capital investments
That, subject to the passing of resolutions 12 and 13 set out in this Notice, and in addition to any power granted under resolution 13, the Directors be given the power pursuant to ss 570(1) and 573 CA2026 to:
(a) allot equity securities (as defined in s560 CA2026) of the Company for cash pursuant to the authorisation conferred by paragraph (a) of that resolution 12; and
(b) sell ordinary shares (as defined in s560(1) CA2006) held by the Company as treasury shares for cash,
as if s561 CA2006 did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares up to an aggregate nominal amount of £38,184 and used only for the purposes of financing (or refinancing, if the power is to be used within 12 months after the original transaction) a transaction which the Directors have determined to be either an acquisition or specified 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, or for any other purposes as the Company in general meeting may at any time by special resolution determine and shall expire at the conclusion of the Company's next annual general meeting of the Company or on 30 September 2027, whichever is the earlier, save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares, in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
Resolution 15 - Authority to purchase own shares
That the Company be generally and unconditionally authorised for the purposes of s701 CA2026 to make one or more market purchases (within the meaning of s693(4) CA2026) of any of its ordinary shares of 1.89 pence in the capital of the Company (Ordinary Shares) provided that:
(a) the maximum number of Ordinary Shares authorised to be purchased is 4,040,648;
(b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1.89 pence;
(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of:
(i) an amount equal to 5% above the average market value of an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and,
(ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out.
This authority shall, unless previously renewed, revoked or varied, expire at the conclusion of the Company's next annual general meeting after this resolution is passed or on 30 September 2027, whichever is the earlier, but during this period the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of Ordinary Shares in pursuance of any such contract.
Laura Walker
Company Secretary
Tel: +44 (0) 7469 859 505