Law Debenture p l c : Notice of Resolutions to Companies House

Company Number:

00030397

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

THE LAW DEBENTURE CORPORATION p.l.c.

(the "Company")

At the Annual General Meeting of the Company, duly convened and held on 30 March 2023, the following resolutions were duly passed, two as ordinary resolutions and four as special resolutions:

Ordinary Resolutions

14. General authority to allot shares.

THAT:

• a) in substitution for all existing authorities (but without prejudice to any allotments made pursuant to the terms of such authorities), the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise for the period ending on the date of the Company's next Annual General Meeting ('AGM'), all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the Act) of £642,922.70 (representing 12,858,454 ordinary shares) (or, if less, the number representing 10% of the total ordinary shares in issue (excluding treasury shares) as at the date of passing of this resolution); and

• b) the Company may during such period make offers or agreements which would or might require the making of allotments of equity securities or relevant securities as the case may be after the expiry of such period.

15. Amendment to the rules of The Law Debenture Corporation p.l.c. Long-Term Incentive Plan.

THAT current rule 3.2 of The Law Debenture Corporation p.l.c. Long Term Incentive Plan be deleted in its entirety and that the following new rule 3.2 be and is hereby approved:

Rule 3.2:

"An Award must not be granted to an Eligible Employee if the result of granting the Award would be that, at the proposed Award Date, the Market Value of the Plan Shares subject to that Award, when aggregated with the Market Value of the Plan Shares subject to any other Award granted to them in the same Financial Year, would exceed:

1. in relation to a Financial Year up to and including the Financial Year ending on 31 December 2022, 100% of their Annual Remuneration; or

2. in relation to a Financial Year commencing on or after 1 January 2023, the higher of 100% of their Annual Remuneration or the limit included in the Directors' Remuneration Policy.

The limit as set out in this Rule 3.2 shall not apply to Buy-Out Awards.

For the purpose of this Rule 3.2:

• 1. Annual Remuneration means the higher of:

  • a) basic salary paid by the Group expressed as an annual rate as at the Award Date; and

  • b) basic salary paid by the Group for the period of 12 months ending on the last day of the month immediately preceding the month in which the Award Date occurs.

• 2. Financial Year means the financial year of the Company.

• 3. The Market Value of Plan Shares subject to an Award shall be measured as an average over the five Dealing Days ending on the date on which the Award was granted or, if the Board so determines for the purpose of the grant of the Award, on the date on which that Award was granted.

Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Board may reasonably select."

Special Resolutions

16. Disapplication of statutory pre-emption rights.

THAT if resolution 14 is passed, the Directors be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

a) the allotment of equity securities or sale of treasury shares in connection with a rights issue, open offer or other issue or offer to ordinary shareholders in proportion (as nearly as possible) to their existing holding of shares (but subject to such exclusions as the Directors may deem necessary or appropriate to deal with fractional entitlements, record dates or legal, regulatory or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter); and

b)the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above up to a nominal amount of £642,922.70 (representing 12,858,454 ordinary shares),

such authority to expire at the next AGM of the Company (or, if earlier, at the close of business on 28 June 2024) but, in each case, prior to its expiry theCompany may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

17. Additional authority to disapply pre-emption rights for acquisitions or specified capital investment.

THAT, if resolution 14 is passed, the Directors be authorised in addition to any authority granted under resolution 16 to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

a)limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £642,922.70 (representing 12,858,454 ordinary shares); and

b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months of the original transaction) a transaction which the Directors of the Company 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,

such authority to expire at the next AGM of the Company (or, if earlier, at the close of business on 28 June 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

18. General authority to buy back shares.

THAT the Company be and is generally and unconditionally authorised in accordance with sections 693 and 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any of its issued ordinary shares of 5p each in the capital of the Company, in such manner and upon such terms as the Directors of the Company may from time to time determine, provided always that:

a)the maximum aggregate number of shares that may be purchased is 19,274,822;

b) the minimum price which may be paid for a share shall be 5p;

• c) the maximum price which may be paid for a share shall be an amount equal to 105% of the average of the middle market quotations (as derived from the London Stock Exchange Daily Official List) for the shares for the five business days immediately preceding the day on which the share is purchased; and

• d) unless previously revoked, renewed or varied, the authority hereby conferred shall expire on the date of the Company's next AGM provided

that a contract of purchase may be made before such expiry which will or may be executed wholly or partly thereafter, and a purchase of shares may be made in pursuance of any such contract.

19. Authority to convene a general meeting - notice.

THAT a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

……………………………………… ..

A Skerritt

On behalf of Law Debenture Corporate Services Limited Company Secretary