Chenavari Toro Regulatory News (TORO)

Resolution 1

For

Against

At Discretion

Withheld

That the Company be and is hereby generally and unconditionally authorised, in accordance with Article 8.1 of its Articles of Incorporation and Section 315 of the Companies (Guernsey) Law, 2008 (Law), to make market acquisitions (as defined in the Law) of ordinary shares in the capital of the Company (Shares) provided that:

a) the maximum number of Shares hereby authorised to be purchased is 49,001,894 Shares, or such other number of Shares that is equal to 14.99 per cent. of the issued share capital of the Company (excluding treasury shares) on 30 April 2018;

b) the minimum price (exclusive of expenses) which may be paid for a Share shall be £0.01;

c) the maximum price (exclusive of expenses) which may be paid for a Share shall be an amount equal to the higher of: (i) 105 per cent. of the average of the middle market quotations for a Share (as published by the London Stock Exchange) for the five trading days immediately preceding the day on which the Share is contracted to be purchased; and (ii) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;

d) the authority hereby conferred shall expire at the Annual General Meeting of the Company in 2019, unless such authority is renewed, varied or revoked prior to such time;

e) the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of Shares pursuant to any such contract; and

f) any Shares bought back may be held in treasury in accordance with the Law or be subsequently cancelled by the Company.

149,305,587

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