Trufin Plc Regulatory News (TRU)

Annual General Meeting Resolutions numbered and with defined terms as per the Notice of Meeting

For

Against

Withheld

Number

%

Number

%

Number

1.

That the Company be authorised to purchase, in accordance with Article 57 of the Companies Law, Ordinary Shares as per the terms of the Tender Offer described in this Circular provided that:

(a) the maximum number of Ordinary Shares hereby authorised to be acquired is 5,435,105;

(b) the price which may be paid for each Ordinary Share is 92 pence;

(c) unless previously renewed, varied or revoked by the Company in a general meeting, the authority hereby conferred shall expire on 30 June 2019;

(d) 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;

(e) the Directors provide a statement of solvency in accordance with Articles 55 and 57 of the Companies Law; and

(f) such shares are acquired for cancellation or to be held as treasury shares in accordance with Article 58A of the Companies Law.

82,248,749

100.00

0

0.00

219

2.

To receive the reports of the Directors and the Auditors and the audited accounts for the financial year ended 31 December 2018.

82,247,749

100.00

0

0.00

1,219

3.

To re-elect Simon Henry Kenner as a Director of the Company.

78,720,992

100.00

442

0.00

3,527,534

4.

To re-elect James van den Bergh as a Director of the Company.

82,247,307

100.00

442

0.00

1,219

5.

To re-elect Raxita Kapashi as a Director of the Company.

82,247,307

100.00

442

0.00

1,219

6.

To re-elect Steve Baldwin as a Director of the Company.

82,247,307

100.00

442

0.00

1,219

7.

To re-elect Penny Judd as a Director of the Company.

82,247,307

100.00

442

0.00

1,219

8.

To re-elect Peter Whiting as a Director of the Company.

80,947,307

98.42

1,300,442

1.58

1,219

9.

To re-elect Paul Dentskevich as a Director of the Company.

82,247,307

100.00

442

0.00

1,219

10.

To re-appoint Deloitte LLP as Auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.

82,247,749

100.00

0

0.00

1,219

11.

To authorise the directors to determine the remuneration of the Auditors.

82,247,749

100.00

0

0.00

1,219

12.

The directors of the Company be authorised for the purposes of the articles of association of the Company (the "Articles") to allot (with or without confirming rights of renunciation), grant options over or otherwise deal in any unissued shares of the Company (whether for cash or non-cash consideration) on such terms and conditions as they may in their discretion think fit up to an aggregate maximum of 32,456,140 ordinary shares of £0.91 each in the capital of the Company ("Ordinary Shares") such authority to expire at the earlier of the conclusion of the next annual general meeting of the Company or at close of business on 4 September 2020 (unless previously renewed, varied or revoked by the Company prior to or on that date).

82,247,528

100.00

221

0.00

1,219

13.

In addition to the authority in Resolution 1, that the Company be generally and unconditionally authorised to purchase in accordance with Article 57 of the Law Ordinary Shares provided that:

(a) the maximum number of Ordinary Shares hereby authorised to be acquired is 9,736,842 (being 10% of the Ordinary Shares in issue as at the date of this Resolution);

(b) the minimum price which may be paid for each Ordinary Shares is nil;

(c) the maximum price which may be paid for each Ordinary Share is an amount equal to 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange for the five business days immediately preceding the day on which such share is contracted to be purchased;

(d) unless previously renewed, varied or revoked by the Company in a general meeting, the authority hereby conferred shall expire on 4 September 2020 or, if earlier, on the date of the next annual general meeting of the Company;

(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;

(f) the Directors provide a statement of solvency in accordance with Articles 55 and 57 of the Law; and

(g) such shares are acquired for cancellation or to be held as treasury shares in accordance with Article 58A of the Law.

82,248,749

100.00

0

0.00

219

14.

The directors of the Company are empowered to allot equity securities pursuant to the Articles as if Article 3 (pre-emption rights) of the Articles did not apply to such allotment, such power being limited to:

(a) the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities and any other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective number of equity securities held by or deemed to be held by them on the record date of such allotment, subject only to such exclusions or other arrangements as the directors may consider necessary or expedient; and

(b) otherwise than pursuant to (a), the allotment of equity securities up to an aggregate maximum of 9,736,842 Ordinary Shares, such power to expire at the earlier of the conclusion of the next annual general meeting of the Company or at close of business on 4 September 2020 (unless previously renewed, varied or revoked by the Company prior to or on that date).

82,248,528

100.00

221

0.00

219

TruFin plcHenry Kenner, Chief Executive OfficerJames van den Bergh, Deputy Chief Executive Officer

0203 743 1340

Macquarie Capital (Europe) Limited (NOMAD and joint broker)Alex ReynoldsNicholas Harland

0203 037 2000

Liberum Capital Limited (Joint broker) Chris ClarkeTrystan CullenLouis Davies

0203 100 2000

Blue Pool Communications (PR)Nicholas Lord

07501 271 083