Bridgepoint : Resolutions relating to special business

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

BRIDGEPOINT GROUP PLC

(Company Number: 11443992) Passed on Thursday 18 May 2023

At the Annual General Meeting of the Company duly convened and held in the Maxwell Room at The King's Fund, No.11 Cavendish Square, London, W1G 0AN on 18 May 2023 at 11:00 a.m. the following resolutions were duly passed:

Ordinary Resolutions

Resolution 13

That, in accordance with section 551 of the Companies Act 2006 (the "Act"), the Directors be and are generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or convert any security into shares:

1. up to an aggregate nominal amount of £13,697; and
2. in addition, up to a further aggregate nominal amount of £27,395 (such amount to be reduced by the aggregate nominal amount of any allotments or grants made under paragraph (a) of this resolution) in connection with a fully pre-emptive offer:
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing shareholdings; and
   2. to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 31 July 2024 but, in each case, so that the Company may, before the expiry of such authorities, make offers or agreements which would or might require shares to be allotted or rights to be granted after expiry of these authorities and so that the Directors may allot shares or grant rights in pursuance of any such offer or agreement notwithstanding that the authorities conferred by this resolution have expired.

Special Resolutions

Resolution 14

That, subject to resolution 13 being passed, in accordance with sections 570 and 573 of the Act, the Directors be and are generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities granted by resolution 13 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment or sale, provided that such power shall be limited:

1. to the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (b) of resolution 13, such power shall be limited to the allotment of equity securities in connection with a fully pre-emptive offer):
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of any territory or any other matter;
3. to the allotment (otherwise than in the circumstances set out in paragraph (a) of this resolution 14) of equity securities pursuant to the authority granted by paragraph (a) of resolution 13 or sale of treasury shares up to an aggregate nominal amount of £4,109; and
4. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) of this resolution 14) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 31 July 2024 but, in each case, so that the Company may, before the expiry of such powers, make offers or agreements which would or might require equity securities to be allotted or rights to be granted or treasury shares to be sold after expiry of these powers and so that the Directors may allot equity securities or grant rights or sell treasury shares in pursuance of any such offer or agreement notwithstanding that the powers conferred by this resolution 14 have expired.

Resolution 15

That, subject to resolution 13 being passed and in addition to any power granted under resolution 14, in accordance with sections 570 and 573 of the Act, the Directors be and are generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities granted by resolution 13 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment or sale, provided that such power shall be:

1. limited to the allotment of equity securities pursuant to the authority granted by paragraph
   (a) of resolution 13 or sale of treasury shares up to an aggregate nominal value of £4,109, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre- Emption Group prior to the date of this notice; and
2. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this resolution 15) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 31 July 2024 but, in each case, so that the Company may, before the expiry of such powers, make offers or agreements which would or might require equity securities to be allotted or rights to be granted or treasury shares to be sold after expiry of these powers and so that the Directors may allot equity securities or grant rights or sell treasury shares in pursuance of any such offer or agreement notwithstanding that the powers conferred by this resolution 15 have expired.

Resolution 16

That the Company be and is generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693 of the Act) of ordinary shares in the capital of the Company pursuant to section 701 of the Act provided that:

1. the maximum aggregate number of ordinary shares authorised to be purchased is 82,186,541;
2. the minimum price which may be paid for an ordinary share is the nominal value of an ordinary share at the time of such purchase;
3. the maximum price which may be paid for an ordinary share (exclusive of expenses) is not more than the higher of:
4. 1. 105 per cent of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange plc's Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
   2. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time;
5. this authority shall expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or,
   if earlier, at the close of business on 31 July 2024; and
6. the Company may make a contract of purchase of ordinary shares under this authority which would or might be executed wholly
   or partly after the expiry of this authority, and may make a purchase of ordinary shares in pursuance of any such contract.

Resolution 17

That a general meeting of the Company (other than an annual general meeting) may be called on not

less than 14 clear days' notice.

David Plant

Group Company Secretary

Bridgepoint Group plc