James Fisher and Sons plc (the 'Company')
30 April 2015
RESOLUTIONS PASSED
At the Annual General Meeting of the Company held on 30 April 2015 at the Abbey House Hotel, Abbey Road, Barrow-in-Furness, LA13 0PA, the following resolutions related to Special Business were passed. Resolution 14, 15 and 16 were passed as ordinary resolutions and resolutions 17, 18 and 19 were passed as special resolutions.
ORDINARY RESOLUTIONS
Resolution No. 14
- To approve the Rules of the That the proposed amendments to the rules of the James Fisher and Sons plc James Fisher Long-Term Incentive Plan (2011 LTIP)
2015 Long-Term Incentive Plan as referred to in the Appendix and explanatory notes to this Notice of AGM, and contained in the amended rules of the 2011 LTIP produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to implement such amendments, including renaming the updated 2011 LTIP as the James Fisher and Sons plc 2015 Long-Term Incentive Plan.
Resolution No. 15
- To approve the Rules of the That the rules of the James Fisher and Sons plc
James Fisher and Sons plc 2015 Sharesave Plan (2015 Sharesave) as referred
2015 Sharesave Plan to in the Appendix and explanatory notes to this Notice of AGM and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to:
(a) make such modifications to the 2015 Sharesave as they may consider appropriate to take account of the requirements of HMRC and best practice, and for the implementation of the 2015 Sharesave and to adopt the 2015 Sharesave as so modified and to do all such other acts and things as they may consider appropriate to implement the 2015 Sharesave; and
(b) establish further plans based on the 2015 Sharesave but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the 2015 Sharesave.
Resolution No. 16
- Authority to Allot Shares That the Directors of the Company be and are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, and convert any security into, shares in the Company (Rights) up to an aggregate nominal amount of £4,174,918 provided that this authority shall expire on the date of the next AGM of the Company or, if earlier, on 30 June 2016, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and, that all authorities previously granted to the Directors to allot shares and grant Rights that remain unexercised at the commencement of this meeting be and are hereby revoked.
SPECIAL RESOLUTIONS
Resolution No. 17
-Disapply pre-emption That subject to the passing of Resolution 16, the Directors be hereby empowered to allot equity securities (as defined in section 560 of the Act) of the Company for cash either pursuant to the authority conferred by Resolution 16 and/or where the allotment is treated as an allotment of equity securities under section 560(2)(b) of the Act, in either case as if section 561(1) of the Act did not apply to such allotment provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer of securities in favour of the holders of ordinary shares on the register of members at such record date as the Directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
(b) the allotment (otherwise than pursuant to
sub-paragraph (a) above) to any person or persons of equity securities up to an aggregate nominal amount of £626,238;
and shall expire upon the expiry of the general authority conferred by Resolution 16 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power 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.
Resolution No.18
- Authority to purchase own shares That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) on the London Stock Exchange of up to a maximum aggregate of 2,504,951 ordinary shares of 25p each in the capital of the Company at a price per share (exclusive of expenses) of not less than 25p and not more than 105% of the average of the middle market quotations for such ordinary share as derived from the London Stock Exchange Official List, for the five business days immediately preceding the day of purchase; unless previously renewed, revoked or varied, such authority will expire at the close of the next AGM of the Company, or, if earlier, on 30 June 2016 save that the Company may purchase ordinary shares at any later date where such purchase is pursuant to any contract or contracts made by the Company before the expiry of this authority.
Resolution No.19
- Notice of general meetings That any general meeting (other than an AGM) may be called by not less than 14 days' clear notice.
