RE: Royga27 Nov 2023 17:16
Special resolution
4. That, subject to the passing of Resolution 3:
4.1. in accordance with section 570 CA 2006, the directors be given the general power to
allot equity securities (as defined in section 560 CA 2006) for cash, pursuant to the
authority conferred by Resolution 3 for cash as if section 561(1) CA 2006 did not
apply to any such allotment. This power is limited to:
4.1.1. (subject to such exclusions or other arrangements as the board of directors
may deem necessary or expedient in relation to treasury shares, fractional
entitlements, record dates, legal or practical problems in, or under, the laws
of any territory or the requirements of any regulatory body or stock
ORG\28533\0012\32848684v2\ORG 4 28533\0012
exchange) the allotment of equity securities in connection with an offer by
way of a rights issue;
4.1.1.1. to the holders of ordinary shares in proportion (as nearly as may
be practicable) to their respective holdings; and
4.1.1.2. holders of other equity securities as required by the rights of those
securities or as the Directors otherwise consider necessary; and
4.1.2. the allotment (otherwise than pursuant to paragraph 4.1.1) of equity
securities up to an aggregate nominal amount of £50,986;
4.2. the directors may, for the purposes of 4.1, impose any limits or restrictions and make
any arrangements which they consider necessary or expedient in relation to treasury
shares, fractional entitlements, record dates, legal or practical problems in or under
the laws of any territory or any regulatory body or stock exchange;
4.3. the power granted by this resolution will expire on 31 December 2024 or, if earlier, at
the conclusion of the next annual general meeting of the Company (unless previously
renewed, varied or revoked by the Company prior to or on such date) except that the
Company may, before such expiry, make offers or agreements which would or might
require equity securities to be allotted after such expiry and the Directors may allot
equity securities pursuant to any such offer or agreement notwithstanding that the
power conferred by this resolution has expired; and
4.4. this resolution revokes and replaces all unexercised powers previously granted to the
directors to allot equity securities as if section 561(1) CA 2006 did not apply but
without prejudice to any allotment of equity securities already made, offered or agreed
to be made pursuant to such authorities.