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James Fisher and Sons : Resolutions passed at the AGM
James Fisher and Sons : Resolutions passed at the

About this update from James Fisher And Sons Plc
James Fisher and Sons plc Company No. 00211475 RESOLUTIONS APPROVED BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 13 MAY 2026 The following resolutions concerning special business were passed at James Fisher and Sons plc's Annual General Meeting held on 13 May 2026: Ordinary resolutions Resolution No. 13 LTIP Rules That the rules of the James Fisher and Sons Long Term Incentive Plan (the 'LTIP'), a summary of the main provisions of which is set out on pages 12 and 13 of this Notice, be approved and the Board be authorised to: a) do all such acts and things necessary to establish and give effect to the LTIP; and b) establish schedules to, or further incentive plans based on, the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against any limits on individual and overall participation in the LTIP. Resolution No. 14 Authority to Allot Shares That the Directors of the Company be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, and convert any security into, shares in the Company up to an aggregate nominal amount of £4,218,458 (representing approximately one-third of the ordinary issued share capital of the Company as at 2 April 2026) provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2027, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired. Special resolutions Resolution No. 15 Authority for the disapplication of pre-emption rights That, subject to the passing of Resolution 14, the Directors be and are hereby authorised pursuant to section 570 and section 573 of the Companies Act 2006 (the Act) to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 14 and by way of a sale of treasury shares, in either case as if section 561(1) of the Act did not apply to such allotment or sale provided that this power shall be limited to: a) the allotment of equity securities or sale of treasury shares in connection with an offer of securities in favour of the holders of ordinary shares on the register of members at such record date as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders and other persons are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and b) the allotment to any person or persons of equity securities or sale of treasury shares (otherwise than pursuant to subparagraph (a) above) to an aggregate nominal amount of £632,768 (representing approximately 5% of the ordinary issued share capital of the Company as at 2 April 2026), and shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2027, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired. Resolution No.16 Additional authority for application of pre-emption rights That, subject to the passing of Resolution 14, and in addition to the power conferred by Resolution 15, the Directors be and are hereby authorised pursuant to section 570 and section 573 of the Companies Act (the Act) to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by Resolution 14 and by way of a sale of treasury shares, in either case as if section 561 of the Act 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 £632,768 (representing approximately 5% of the ordinary issued share capital of the Company as at 2 April 2026); and b) used only for the purpose of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other specified capital investment of a kind contemplated by the definition set out in the Appendix to the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice, and shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2027, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired. Resolution No.17 Share buy-back That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 25p each in the capital of the Company on such terms and in such manner as the Director's may from time to time determine, provided that: a) the maximum number of ordinary shares hereby authorised to be acquired is 2,531,074 (representing approximately 5% of the issued ordinary share capital as at 2 April 2026); b) the minimum price (excluding expenses) which may be paid for any such ordinary share is £0.25; c) the maximum price (excluding expenses) which may be paid for any such ordinary share is the higher of (i) an amount equal to 105% of the average middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 17 will be carried out; d) the authority hereby conferred shall expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2027 unless previously renewed, varied or revoked by the Company in general meeting; and e) the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract. Resolution No.18 Notice of general meetings That any general meeting (other than an AGM) may be called on not less than 14 clear days' notice. Ben Matthews Company Secretary
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