RE: AGM July 2nd - Voting24 Jun 2019 14:17
ORDINARY RESOLUTIONS
1. To receive and adopt the Annual Financial Statements of the Company and the Directors report and the report of the Auditors for the financial year ended 31 December 2018.
2. To approve the Directors Fees as reflected in Remuneration Report and in Note 35 of the Annual Financial Statements.
3. That Messrs RSM UK Audit LLP be reappointed as Auditors to the Company.
4. That the Directors be authorised to approve the remuneration of the Company’s Auditors to the Company.
5. That Michael Kirkwood shall be re-elected as a Director, having retired and offered himself for re-election.
6. That Anthony Viljoen shall be re-elected as a Director, having retired by rotation and offered himself for re-election.
7. That Geoff Sproule shall be re-elected as a Director, having retired by rotation and offered himself for re-election.
8. The Company be generally and unconditionally authorised for the purposes of Articles 50.3 of the Articles to make on market acquisitions
(as defined in Article 50.5 of the Articles) of Ordinary Shares on such terms and in such manner as the Directors determine provided that:
(i) the maximum aggregate number of Ordinary shares which may be purchased is 111,905,795 Ordinary Shares;
(ii) the minimum price(excluding expenses) which may be paid for each Ordinary share is £0.01;
(iii) the maximum price (excluding expenses) which may be paid for any Ordinary Share does not exceed 105 per cent of the average closing
price of such shares for the 5 business days of AIM prior to the date of purchase; and
(iv) this authority shall expire at the conclusion of the next Annual General Meeting of the Company unless such authority is renewed prior to that
time (except in relation the purchase of Ordinary Shares the contract for which was concluded before the expiry of such authority, in which
case such purchase may be concluded wholly or partly after such expiry).
9. The Directors of the Company be and are hereby authorised to exercise all powers of the Company to issue, grant rights to subscribe for, or to
convert any securities into, up to 373,019,317 shares (together “Equity Securities”) in the capital of the Company being approximately one third
of the issued share capital of the Company (excluding treasury shares) in accordance with Article 8.3 of the Articles of Incorporation of the
Company such authority to expire, unless previously renewed, revoked or varied by the Company by ordinary resolution, at the end of the next
Annual General Meeting of the Company or, if earlier, at the close of business on the date falling 15 months from the date of the passing of this
Resolution, but in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Equity
Securities to be issued or granted after the authority given to the Directors of the Company pursuant to this Resolution ends and the Directors
of the Company may issue or grant Equity Securitie
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