NB Private Equity Partners Announces Results of Annual General Meeting - Seite 3

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes “for” or “against” the Resolution.

The full wording of these resolutions can be found below:

Resolution 11

To increase the aggregate remuneration of the Directors to a maximum of £450,000 per annum, in accordance with Article 21.1 of the Company’s Articles of Incorporation (the “Articles”).

SPECIAL RESOLUTIONS

Resolution 12

THAT the Company be and is hereby authorised, in accordance with section 315 of the Companies (Guernsey) Act 2008, as amended (the “Companies Law”), subject to the Listing Rules made by the United Kingdom Financial Conduct Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Class A Shares (as defined in the Company’s Articles) which may be cancelled or held as treasury shares, provided that:

1. The maximum number of Class A Shares authorised to be purchased under this authority shall be 7,009,478 Class A Shares (being 14.99 per cent. of the Class A Shares in issue (excluding Class A Shares held in treasury) as at the latest practicable date;
2. The minimum price (exclusive of expenses) which may be paid for a Class A Share is US$0.01;
3. the maximum price (exclusive of expenses) which may be paid for a Class A Share shall be not more than an amount equal to the higher of
   1. 5 per cent. above the average mid-market value of the Class A Shares on the regulated market where the repurchase is carried out for the five business days prior to the day the purchase is made; and
   2. the higher of (i) the price of the last independent trade; and (ii) the highest current independent bid price, in each case on the regulated market where the purchase is carried out, and

such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2023 (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may make a contract to acquire Class A Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Class A Shares pursuant to such a contract.