Farsons Annual General Meeting

Notice is hereby given that the seventy third Annual General Meeting of Simonds Farsons Cisk plc will be convened remotely in terms of L.N. 288 of 2020 on 8 October at 5pm and accessible on www.farsons.com for the following purposes:

Ordinary Business – Ordinary Resolutions

1 To approve the Income Statement and Statement of Financial Position for the year ended 31 January 2020 and the reports of the Directors and the Auditors thereon.

2. To re-appoint the auditors PricewaterhouseCoopers and to authorise the Board of Directors to establish their remuneration.

Special Business – Ordinary Resolutions

3. To approve the Remuneration Policy for the Board of Directors of the company dated 17 September.

4. To authorise the company to use electronic means to circulate certain information as permitted by law to its shareholders.

Special Business – Extraordinary Resolution

5. To revoke and replace in its entirety the existing Memorandum and Articles of Association of the Company with a new Memorandum and Articles of Association attached to the Notice of the Annual General Meeting as ‘Document A’, amended as detailed in the Explanatory Circular to Shareholders dated 17 September. Purpose of Extraordinary Resolution: The purpose of the extraordinary resolution is to approve a new Memorandum and Articles of Association for the company. The amendments to the Memorandum and Articles of Association of the company are detailed in the Circular but include, inter alia, the following:

• Updates to reflect statutory filings with respect to registered address and composition of the board of directors;

• Widening the objects clause of

the company;

• Extending the period for the convening of a general meeting from six to seven months;

• Providing for participation at such general meetings by electronic means;

• Amendment pursuant to which the company would not be required to circulate printed copies of the Annual Accounts where these have been made available on its website and the shareholders have been informed accordingly;

Further details in respect of those resolutions being proposed as Special Business are found in the Circular enclosed with the notice of the Annual General Meeting.

The election of Directors shall not be held in view that only two nominations were received in respect of the two posts which shall be vacated at the end of the 73rd Annual General Meeting