BBGI Global Infrastructure S.A.

(the "Company")

Incorporated in Luxembourg with registration number R.C.S. Luxembourg B 163879

At the Annual General Meeting of the Company duly convened and held on 30 April 2024 at 11.00 a.m. the following resolutions were passed as Special Resolutions:

Special Resolution 13

Authorisation of the Management Board to repurchase Ordinary Shares in issue, provided that:

  1. the aggregate number of Ordinary Shares to be repurchased shall not exceed 14.99 per cent. of the Ordinary Shares in issue immediately following this Annual General Meeting;
  2. all such repurchases shall be made within a price range between £0.01 and the higher of (i) 5 per cent. above the average market value for the five business days before the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of Ordinary Shares on the trading venue where the purchase is carried out, in each case (exclusive of expenses), per Ordinary Share;
  3. the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the annual general meeting of the shareholders of the Company to be held in 2025 or, if earlier, 18 months from the date of the passing of this resolution;
  4. the Company may make a contract to purchase its own Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of its own Ordinary Shares in pursuance of any such contract; and
  5. any Ordinary Share acquired by the Company pursuant to the above authority may be held in treasury or subsequently cancelled by the Company.

Special Resolution 14

Authorisation of the Management Board to limit or cancel the pre-emptive rights of shareholders set out in article 6(4) of the Articles for the purpose of allotting Ordinary Shares representing less than 10 per cent. of the number of Ordinary Shares already admitted to trading on the London Stock Exchange's main market for listed securities immediately following the passing of this resolution, provided that such authorisation shall (unless previously revoked, varied or renewed by the Company) expire on the conclusion of the annual general meeting of the shareholders of the Company to be held in 2025, save that the Company may make prior to such expiry any offer or agreement which would or might require shares to be allotted after expiry of such period and the Management Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the authority given by this resolution.

Special Resolution 15

Delegation of powers.


CHAIR 30 April 2024

20240501 - BBGI - AGM 2024 - SpecRes for filing - draft vFinal.doc


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BBGI SICAV SA published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2024 20:01:00 UTC.