THWAITES (DANIEL) PLC - Notice of AGM

DANIEL THWAITES PLC

ANNUAL GENERAL MEETING

Notice of Meeting

Notice is hereby given that the Annual General Meeting of the Company will be held at Daniel Thwaites, Myerscough Road, Mellor Brook, Blackburn, Lancashire, BB2 7LB on Wednesday 30 September 2020 at 12.00 noon. Having taken into consideration the current measures published by the UK Government restricting public gatherings, the Board has decided that shareholders will not be invited to attend this meeting. The AGM will therefore be conducted as a closed meeting with the business of the AGM limited to the formal business set out below and the necessary quorum will be provided by the Company.

Ahead of the meeting we would ask you to return the proxy voting form. Any questions that you have should either be sent with the proxy form or by e-mail to susanwoodward@thwaites.co.uk. A summary of the questions and answers will be published on our website after the AGM.

Ordinary Business

To consider, and if thought fit, pass the following resolutions which will be proposed as ordinary resolutions.

1. To re-elect Oscar Yerburgh as a director

2. To reappoint BDO LLP as auditor and authorise the directors to determine their remuneration

   Special Business

   To consider, and if thought fit, pass the following resolutions of which resolutions 3 and 5 will be proposed as ordinary resolutions and resolution 4 as a special resolution.

3. THAT, for the purposes of section 551 of the Companies Act 2006 (the Act) the directors of the Company be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the Act) up to an amount equal to the aggregate nominal amount of the authorised but unissued share capital of the Company provided that this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors of the Company may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

   This authority is in substitution for any and all authorities previously conferred upon the directors for the purposes of section 551 of the Act, without prejudice to any allotments made pursuant to the terms of such authorities.

4. THAT, subject to the passing of resolution 3 above, the directors of the Company be and are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) pursuant to the authority conferred by resolution 3 above as if section 561 of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be limited to:

   1. the allotment of equity securities for cash in connection with an issue or offer of equity securities (including, without limitation, under a rights issue, open offer or similar arrangement) to holders of equitysecurities in proportion (as nearly as may be practicable) to their respective holdings of equity securities subject only to such exclusions or other arrangements as the directors of the Company may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange in any territory; and

   2. the allotment (otherwise than pursuant to resolution 4.1) of equity securities for cash up to an aggregate nominal amount of £735,343.

       The power conferred by this resolution 4 shall expire (unless previously renewed, revoked or varied by the Company in general meeting), at such time as the general authority conferred on the directors of the Company by resolution 3 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

5. To authorise the Company generally and unconditionally to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 25 pence each in the capital of the Company provided that:

6. the maximum aggregate number of ordinary shares that may be purchased is 5,882,750. Representing 10% of the issued share capital of the Company;

7. the minimum price (excluding expenses) which may be paid for each ordinary share is 25 pence.

8. the maximum price (excluding expenses) which may be paid for each ordinary share is an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share of the Company (as derived from the NEX Exchange website) for the five business days immediately preceding the day on which the purchase is made; and

9. unless previously renewed, varied or revoked, the authority conferred by this resolution shall expire at the earlier of the conclusion of the Company’s next Annual General Meeting and the date which is six months from the end of the Company’s next financial year save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.

   NOTES

   Resolution 3 – Authority to allot relevant securities

   The Company requires the flexibility to allot shares from time to time. The directors are limited as to the number of shares they can at any time allot because allotment authority continues to be required under the Companies Act 2006 (the Act).

   Accordingly, resolution 3 would grant this authority (until the next Annual General Meeting or unless such authority is revoked or renewed prior to such time) by authorising the directors (pursuant to section 551 of the Act) to allot relevant securities up to an amount equal to the aggregate nominal amount of the authorised but unissued share capital of the Company as at 31 March 2020. The directors believe it to be in the interests of the Company for the Board to be granted this authority, to enable the Board to take advantage of appropriate opportunities which may arise in the future.

   Resolution 4 – Disapplication of statutory pre-emption rights

   This resolution seeks to disapply the pre-emption rights provisions of section 561 of the Act in respect of the allotment of equity securities for cash pursuant to rights issues and other pre-emptive issues, and in respect of other issues of equity securities for cash up to an aggregate nominal value of £735,343, being an amount equal to approximately 5 per cent of the current issued share capital of the Company. If given, this power will expire at the same time as the authority referred to in resolution 3. The directors consider this power desirable due to the flexibility afforded by it.

   Resolution 5 - Authority to make market purchases of shares

   Resolution 5 seeks authority for the Company to make market purchases of its own ordinary shares. If passed, the resolution gives authority for the Company to purchase up to 5,882,750 of its ordinary shares, representing 10 per cent of the Company’s issued ordinary share capital.

   Resolution 5 specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority. The authority will expire at the conclusion of the Company’s next Annual General Meeting in 2021 or, if earlier, the date which is six months from the end of the Company’s financial year which commenced on 1 April 2020.

   Any shares purchased under this authority will be cancelled. As a member of the Company entitled to attend and vote at the meeting convened by this notice you are entitled to appoint another person as your proxy to exercise all or any of your rights to attend and to speak and vote in your place at the meeting. Your proxy need not be a member of the Company.

   You may appoint more than one proxy in relation to the meeting convened by this notice provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share.

   By order of the Board Susan Woodward, A.C.I.S.

   Secretary

   3 September 2020