RPC : AGM 2015 Special Business

At the Annual General Meeting of the members of RPC Group Plc held at Stationers' Hall, Ave Maria Lane, London EC4M 7DD on 15 July 2015 at 12:00 noon the following Special Business was transacted and resolutions, of which number 12 was proposed as an ordinary resolution and numbers 13 to 15 were proposed as special resolutions, were passed:

12. That the directors be 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 and grant rights to subscribe for, or convert any security into, shares:
(a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £4,204,457 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and
(b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £8,408,915 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer by way of a rights issue in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever,
provided that these authorisations shall expire at the conclusion of the next Annual General Meeting of the Company (or if earlier on 30 September 2016), save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted, after such expiry and the directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired.
13. That a General Meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.
14. That, subject to the passing of resolution 12 above, the directors be and hereby are empowered pursuant to sections 570(1) and 573 of the Companies Act 2006 ("the Act") to:
(a) allot for cash and make offers or agreements to allot equity securities (as defined in section 560 of the Act)
of the Company pursuant to the authority conferred by resolution 12, and
(b) sell ordinary shares (as defined in section 560(1) of the Act) in the Company if, immediately before the sale such shares are held by the Company as treasury shares (as defined in section 724(5) of the Act) for cash (as defined in section 727(2) of the Act), as if section 561 of the Act did not apply to any such allotment or sale, provided that such power shall be limited to the allotment of equity securities and the sale of treasury shares:
(i) in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under resolution 12(b), by way of rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and
(ii) in the case of the authorisation granted under resolution 12(a) above (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i) of this resolution, up to an aggregate nominal amount of £1,261,337,
such power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2016 or on 30 September 2016, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold
after such expiry and the directors may allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power conferred thereby had not expired.
15. That the Company is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 ("the Act") to make market purchases (within the meaning of section 693(4) of the Act) on the London Stock Exchange of any of its ordinary shares of 5p each in the capital of the Company, on such terms and in such manner as the directors may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purpose of its employee share schemes, subject to the following restrictions and provisions:
(a) the maximum number of ordinary shares hereby authorised to be purchased is 25,226,746;
(b) the minimum price which may be paid for an ordinary share is 5p, which shall be exclusive of expenses, if any;
(c) the maximum price (exclusive of expenses) which may be paid for an ordinary share is an amount equal to the higher of: (i) 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) 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, as stipulated by article 5(1) of the EU Buyback and Stabilisation Regulation 2003 (No.2273/2003);
(d) unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the Annual
General Meeting of the Company to be held in 2016 or on 30 September 2016, whichever is the earlier; and
(e) the Company may make a contract to purchase ordinary shares under this authority before the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority, and may make such a purchase of ordinary shares pursuant to any such contract as if this authority had not expired.
Certified as a true extract from the minutes of the meeting:

Rebecca K Joyce
Company Secretary
16 July 2015

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