UCG.L Regulatory News (UCG)

19 September 2019

Annual General Meeting Resolutions numbered as per Notice of Meeting

For

Against

Withheld

Ordinary Resolutions

Number

%

Number

%

Number

1. The accounts for the year ended 31 March 2019, together with the report of the directors and of

the auditor thereon, be received and adopted.

54,586,933

99.97

16,863

0.03

Nil

2. A final dividend of 0.285p per share be declared on the ordinary shares

54,513,796

99.83

90,000

0.17

Nil

3. (a) RSM UK Audit LLP be re-appointed as auditor to the Company, to hold office until the

conclusion of the next general meeting at which accounts are laid before the Company; and

(b) The directors be authorised to agree and determine the remuneration of the auditors of the

Company

54,580,277

99.96

23,519

0.04

Nil

4. PD Newton be re-elected as a director

54,580,277

99.96

23,519

0.04

Nil

5. KS Piggott be re-elected as a director.

54,579,321

99.95

24,475

0.05

Nil

6. The Board's report on directors' remuneration for the year ended 31 March 2019 be approved.

54,368,077

99.57

226,563

0.42

9,156

7. The Company be and is hereby generally and unconditionally authorised to (a) make political

donations to political parties and/or independent election candidates; (b) make political donations to

political organisations other than political parties; and (c) incur political expenditure, in each case during

the period of one year beginning with the date of the passing of this resolution, the aggregate donations

and expenditure under (a), (b) and (c) above not to exceed £20,000. For the purposes of this resolution

the terms "political donation", "political parties", "independent election candidates", "political organisation"

and "political expenditure" have the meanings given by sections 363 to 365 of the Companies Act 2006.

54,429,077

99.68

164,975

0.30

9,744

8. Subject to and in accordance with Article 16 of the Articles of Association of the Company the

directors be and are generally and unconditionally authorised to exercise all powers of the Company in

accordance with Section 551 of the Companies Act 2006 to allot Relevant Securities (as defined below)

up to a maximum aggregate nominal amount of £271,000 (being approximately one third of the current

issued share capital) provided that such authority shall, unless renewed, varied or revoked by the

Company, expire on the earlier of the conclusion of the next Annual General Meeting of the Company

and 31 December 2020, save that the Company shall be entitled to make offers or agreements before

the expiry of such authority which would or might require Relevant Securities to be allotted after such

expiry and the directors shall be entitled to allot Relevant Securities pursuant to any such offer or

agreement as if this authority had not expired.

For the purposes of this resolution, "Relevant Securities" means:

(a) shares in the Company other than shares allotted pursuant to:

(i) an employee share scheme (as defined by Section 1166 of Companies Act 2006);

(ii) a right to subscribe for shares in the Company where the grant of the right itself

constituted a Relevant Security; or

(iii) a right to convert securities into shares in the Company where the grant of the right

itself constituted a Relevant Security; and

 (b) any right to subscribe for or to convert any security into shares in the Company other than

rights to subscribe for or convert any security into shares allotted pursuant to an employee

share scheme (as defined by Section 1166 of the Companies Act 2006).

References to the allotment of Relevant Securities in this resolution include the grant of such rights.

This resolution 8 revokes and replaces all unexercised authorities previously granted to the directors to

allot Relevant Securities but without prejudice to any allotment of shares or grant of rights already made,

offered or agreed to be made pursuant to such authorities.

54,475,777

99.77

128,019

0.23

Nil

Special Resolution

9. THAT, subject to the passing of resolution 8 in this notice of AGM, and in accordance with Article 17 of

the Articles of Association of the Company, the directors be and are empowered pursuant to Section

570 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of that Act) for cash,

pursuant to the general authority conferred by resolution 8 above, as if sub-section (1) of Section 561

of the said Act did not apply to any such allotment provided that this power shall be limited to:

(a) the allotment of equity securities in connection with a rights issue, open offer or other offer of

securities in favour of ordinary shareholders on the register of members on such record

date(s) as the directors may determine where the equity securities respectively attributable

to the interests of all ordinary shareholders are proportionate to, as near as may be

practicable, the respective numbers of ordinary shares held or deemed to be held by them

but subject to such exclusions or other arrangements as the directors may consider

necessary or expedient to deal with treasury shares, fractional entitlements, record dates or

legal or practical problems arising in or under the laws of any territory or regulations or

requirements of any regulatory authority or any stock exchange in any territory;

(b) the allotment of equity securities pursuant to the terms of any share scheme for employees

of the Company; and

(c) the allotment (otherwise than pursuant to sub-paragraph (a) and (b) of this resolution) of

equity securities, up to an aggregate nominal amount not exceeding £40,700 (being

approximately 5 per cent of the current nominal amount of the issued ordinary share capital

of the Company).

The authority conferred on the directors to allot equity securities under this resolution 9 shall expire on

the earlier of the conclusion of the next Annual General Meeting of the Company and 31 December

2020, save that the Company shall be entitled to make offers or agreements before the expiry of such

authority 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.

This resolution revokes and replaces all unexercised powers previously granted to the directors to allot

equity securities as if Section 561(1) of the Companies Act 2006 did not apply but without prejudice to

any allotment of equity securities already made or agreed to be made pursuant to such powers.

54,207,126

99.27

396,670

0.73

Nil

10. The Company be and is hereby generally and unconditionally authorised for the purpose of

Section 701 of the Companies Act 2006 to make market purchases pursuant to Section 693 of that Act

(as defined in Section 693(4) of the said Act), of ordinary shares of 1p each in the capital of the Company

("Ordinary Shares") provided that:

(a) the maximum number of Ordinary Shares which may be purchased is 4,070,000 being

approximately 5% of the Company's issued ordinary share capital;

(b) the minimum price which may be paid for an Ordinary Share is 1p per share, being the

nominal amount thereof (exclusive of expenses);

(c) the maximum price which may be paid for each share (exclusive of expenses) shall not be

more than 5% above the average of the middle market quotations for ordinary shares as

derived from the London Stock Exchange Daily Official List for the 5 business days before

the date on which the contract for the purchase is made; and

(d) the authority herein contained shall expire on the earlier of the conclusion of the next Annual

General Meeting of the Company and 31 December 2020 (except in relation to the purchase

of shares the contracts for which were concluded before such date and which are executed

wholly or partly after such date) unless such authority is renewed or revoked prior to such

time.

Ordinary Shares purchased pursuant to the authority conferred by this resolution shall be either: (i)

cancelled immediately upon completion of the purchase; or (ii) be held, sold, transferred or or otherwise

dealt with as treasury shares in accordance with the provisions of the Companies Act 2006.

54,603,796

100

Nil

Nil

Nil

 - Ends -

For more information contact:

United Carpets Group plc

Paul Eyre, Chief Executive

Ian Bowness, Finance Director

01709 732 666

Cantor Fitzgerald Europe (NOMAD and Broker)

Rick Thompson

Michael Boot

020 7894 7000

Novella Communications Limited

Tim Robertson

Fergus Young

020 3151 7008