Impax Environmental Markets : Special resolutions

Company Number 4348393

Impax Environmental Markets plc ("the Company")

Annual General Meeting

duly convened and held at 7th Floor, 30 Panton Street, London, SW1Y 4AJ

on 16 May 2023 at 3.00 pm

RESOLUTIONS PASSED AT THE COMPANY'S ANNUAL GENERAL MEETING ON 16 MAY 2023

Supplementary notification pursuant to LR 9.6.2.R.

Resolutions proposed and passed of the type stated at the Company's, were as follows:

SPECIAL BUSINESS

Proposed and passed as an Ordinary Resolution

Resolution 9

That:

1. the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company, or to grant rights to subscribe for or convert any security into shares in the Company, up to a maximum nominal amount of £3,034,420 or, if less, the amount that represents 10 per cent. of the nominal value of the Company's issued share capital (excluding treasury shares) on the date on which this resolution is passed; and
2. the authority given by this resolution:
3. 1. shall be in addition to all pre-existing authorities under section 551 of the Act; and
   2. unless renewed, revoked or varied in accordance with the Act, shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, on the expiry of 15 months from the date of passing of this resolution save that the Company may, before such expiry, make any offer or enter into an agreement which would or might require the allotment of shares in the Company, or the grant of rights to subscribe for or to convert any security into shares in the Company, after such expiry and the Directors may allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company in pursuance of such an offer or agreement as if such authority had not expired.

Proposed and passed as a Special Resolution

Resolution 10

That, subject to the passing of resolution 9 set out in the Notice of Annual General Meeting dated 31 March 2023 (the "Allotment Authority"), the Directors be given power pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560(1) of the Act) for cash pursuant to the Allotment Authority, and to sell treasury shares for cash, as if section 561(1) of the Act did not apply to such allotment or sale, provided that such power:

1. shall be limited to the allotment of equity securities or the sale of treasury shares up to an aggregate nominal amount of £3,034,420 or, if less, the amount that represents 10 per cent of the nominal value of the Company's issued share capital (excluding treasury shares) on the date on which this resolution is passed;
2. shall be in addition to all pre-existing powers under sections 570 and 573 of the Act; and
3. shall expire at the same time as the Allotment Authority, save that the Company may, before expiry of the power conferred on the Directors by this resolution, 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 in pursuance of such an offer or agreement as if such power had not expired.

Resolution 11

That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693(4) of the Act) of its Ordinary Shares of 10p each, provided that:

1. the maximum number of Ordinary Shares hereby authorised to be purchased shall be 45,485,961 (representing 14.99% of the Company's issued Ordinary Share capital (excluding shares held in treasury) at the date of the notice of this meeting);

Company Number 4348393

1. the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 10p;
2. the maximum price (excluding expenses) which may be paid for an Ordinary Share is not more than the higher of (i) 5% above the average of the middle market quotations for the Ordinary Shares for the five business days immediately before the day on which it purchases that share and (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares;
3. the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2024 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and
4. the Company may make a contract to purchase 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 expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract.

Resolution 12

That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the Company's next Annual General Meeting after the date of the passing of this resolution.

Sanne Fund Services (UK) Ltd

Company Secretary

Impax Environmental Markets Plc