1. What is the purpose of resolution 1 – what is the difference between allotting the shares and issuing them i.e. why is resolution 1 needed – why not just the authority to issue?

Allotment creates an unconditional right for a person to be registered as a shareholder of a company. The shares are issued after the name of the person to whom those shares have been allotted are entered into the shareholder register. That person is then able to exercise his or her rights as a shareholder. Resolution 1 is an ordinary resolution and has a 50% approval threshold.


2. Could you kindly explain the purposes of resolutions 3 & 4 particularly #3?

The Companies Act 2006 gives shareholders a pre-emption right, pro-rata to their existing shareholdings over any proposed share allotments. The purpose of Resolutions 3 and 4 is to allow the Company to allot and issue the share amounts stated in Resolutions 1 and 2 respectively on a non-pre-emptive basis. This is done when the Company believes the issuance of the shares on a non-pre-emptive basis is in the best interests of the company and its shareholders. Factors taken into consideration when deciding on a non-pre-emptive equity issuance versus an alternative rights issue included the time available and capital requirement to conclude the associated asset acquisition. Resolutions 3 and 4 are special resolutions and have a 75% approval threshold.