Arden Partners : 26 Jan 2018 AGM Notice & Proxy Form - 2018

Arden Partners plc Notice of Meeting

Notice is hereby given that the Annual General Meeting of Arden Partners plc (the "Company") will be held at 125 Old Broad Street, London, EC2N 1AR on 9 March 2018 at 11.00 a.m. for the following purposes:

Ordinary Business

• 1. To receive and adopt the Company's Financial Statements for the year ended 31 October 2017, together with the Directors' Report, Directors' Remuneration Report and Report of the Independent Auditors on those Financial Statements and to note that the Directors recommend the payment of a dividend of 1 pence per ordinary share for the year ended on that date.

• 2. To declare a final dividend of 1 pence per ordinary share for the year ended 31 October 2017.

• 3. To re-elect Donald Campbell Brown as a Director, who is retiring in accordance with the Company's Articles of Association.

• 4. To reappoint BDO LLP as Auditors, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which its annual accounts and reports are laid before the Company.

• 5. To authorise the Directors to determine the remuneration of BDO LLP as Auditors for the period of their reappointment.

To transact any other ordinary business of the Company.

Special Business

As special business, to consider and, if thought fit, pass the following resolutions which will be proposed as to resolution numbered 6 as an ordinary resolution and as to resolutions numbered 7 and 8 as special resolutions:

• 6. That, subject to and in accordance with Article 12 of the Articles of Association of the Company, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a maximum aggregate nominal value of £1,033,059.70, being approximately one third of the current issued share capital of the Company (excluding treasury shares), such authority to expire on the conclusion of the next Annual General Meeting of the Company or the close of business on 30 April 2019, whichever is the earlier, but so that the Company may before such expiry make offers or agreements which would or might require shares in the Company to be allotted or rights to subscribe for or convert securities into shares in the Company to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offers or agreements as if the authority hereby conferred had not expired.

• 7. That, subject to the passing of resolution 6 as set out in the notice of this meeting, and in accordance with Article 13 of the Articles of Association of the Company, the Directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority and be empowered pursuant to section 573 of the said Act to sell ordinary shares (as defined in section 560 of the said Act) held by the Company as treasury shares (as defined in section 724 of the said Act) for cash as if section 561(1) of the Companies Act 2006 did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

Arden Partners plc Notice of Meeting

• 7.1 in connection with or pursuant to an offer of such securities by way of rights, open offer or other pre-emptive offer to the holders of ordinary shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or any legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and

• 7.2 otherwise than pursuant to sub-paragraph 7.1 above, up to an aggregate nominal value of £154,959.00 (being approximately 5 per cent of the current issued share capital of the Company (excluding treasury shares)),

and such power shall expire on the conclusion of the next Annual General Meeting of the Company or the close of business on 30 April 2019, whichever is the earlier, provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares sold after such expiry, and the Directors of the Company may allot equity securities and/or sell treasury shares in pursuance of such offer or agreement as if the power hereby conferred had not expired.

8.

That the Company be generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to 4,648,769 ordinary shares of 10 pence each in the capital of the Company (being approximately 15 per cent of the current issued ordinary share capital of the Company (excluding treasury shares)) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

• 8.1 the amount paid for each share (exclusive of expenses) shall not be:

  • (i) more than the higher of (1) five per cent above the average of the middle market quotation for ordinary shares as derived from the AIM Appendix to the Daily Official List of the London

    Stock Exchange plc for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as derived from the trading venue where the purchase was carried out; or

  • (ii) less than 10 pence per share; and

• 8.2 the authority herein contained shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2019 or the close of business on 30 April 2019, whichever is the earlier provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.

By order of the Board

Stephen Wassell

Company Secretary

26 January 2018

Registered office: 5 George Road Edgbaston Birmingham B15 1NP

Arden Partners plc (the "Company")

(Incorporated in England & Wales with the registered number 4427253)

Form of Proxy

Form of Proxy for use at the Annual General Meeting of the Company to be held at 125 Old Broad Street, London, EC2N 1AR at 11.00 a.m. on 9 March 2018 ("AGM" or "Meeting").

I/We______________________________________________________________________________________________________________________

(PLEASE USE BLOCK CAPITAL LETTERS)

of________________________________________________________________________________________________________________________

(Please see note 1)

being (a) member(s) / a person nominated by (a) member(s) of the Company to exercise the right to appoint a proxy, pursuant to Article 73 / Article 87 (as applicable) of the Articles of Association of the Company, hereby appoint the Chairman of the Meeting or (see notes 1, 2 and 3)

__________________________________________________________________________________________________________________________

(PLEASE USE BLOCK CAPITAL LETTERS)

as my/our proxy to attend and, on a poll, to vote for me/us and on my/our behalf at the AGM and at any adjournment of that meeting in respect of ______________ number of shares.

I/We request such proxy to vote on the following Resolutions as indicated below (see note 5).

Ordinary Business	For	Against	Withheld
1. To receive and adopt the Company's Financial Statements for the year ended 31 October 2017, together with the Directors' Report, Directors' Remuneration Report and Report of the Independent Auditors on those Financial Statements.
2. To declare a final dividend of 1 pence per ordinary share for the year ended 31 October 2017.
3. To re-elect Donald Campbell Brown as a Director, who is retiring in accordance with the Company's Articles of Association.
4. To reappoint BDO LLP as Auditors, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which its annual accounts and reports are laid before the Company.
5. To authorise the Directors to determine the remuneration of BDO LLP as Auditors for the period of their reappointment.
To transact any other ordinary business of the Company.
6. That, subject to and in accordance with Article 12 of the Articles of Association of the Company, the Directors of the Company be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a maximum aggregate nominal value of £1,033,059.70, being approximately one third of the current issued share capital of the Company (excluding treasury shares), such authority to expire on the conclusion of the next Annual General Meeting of the Company or the close of business on 30 April 2019, whichever is the earlier, but so that the Company may before such expiry make offers or agreements which would or might require shares in the Company to be allotted or rights to subscribe for or convert securities into shares in the Company to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offers or agreements as if the authority hereby conferred had not expired.
7. That, subject to the passing of resolution 6 as set out in the notice of this meeting, and in accordance with Article 13 of the Articles of Association of the Company, the Directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority and be empowered pursuant to section 573 of the said Act to sell ordinary shares (as defined in section 560 of the said Act) held by the Company as treasury shares (as defined in section 724 of the said Act) for cash as if section 561(1) of the Companies Act 2006 did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares: 7.1 in connection with or pursuant to an offer of such securities by way of rights, open offer or other pre-emptive offer to the holders of ordinary shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or any legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and 7.2 otherwise than pursuant to sub-paragraph 7.1 above, up to an aggregate nominal value of £154,959.00 (being approximately 5 per cent of the current issued ordinary share capital of the Company (excluding treasury shares)), and such power shall expire on the conclusion of the next Annual General Meeting of the Company or the close of business on 30 April 2019, whichever is the earlier, provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares sold after such expiry, and the Directors of the Company may allot equity securities and/or sell treasury shares in pursuance of such offer or agreement as if the power hereby conferred had not expired.

PLEASE SEE OVER

Special Business (continued)	For	Against	Withheld
8. That the Company be generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to 4,648,769 ordinary shares of 10 pence each in the capital of the Company (being approximately 15 per cent of the current issued ordinary share capital of the Company (excluding treasury shares)) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that: 8.1 the amount paid for each share (exclusive of expenses) shall not be: (i) more than the higher of (1) five per cent above the average of the middle market quotation for ordinary shares as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange plc for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as derived from the trading venue where the purchase was carried out; or (ii) less than 10 pence per share; and 8.2 the authority herein contained shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2019 or the close of business on 30 April 2019, whichever is the earlier, provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.

In the absence of instructions the proxy is authorised to vote (or abstain from voting) on the Resolutions at his/her discretion. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the Meeting.

Signature _________________________________________ (see note 6)Name ______________________________________________________

(PLEASE USE BLOCK CAPITAL LETTERS)

Joint holders (if any) (see note 7) (PLEASE USE BLOCK CAPITAL LETTERS)

Name ______________________________________________________

Date ________________________________________ 2018

Name ___________________________________________

Name ______________________________________________________

Name ___________________________________________

Notes:

• 1. Under Article 87 of the Company's Articles of Association, a member can nominate someone else to exercise the right to appoint a proxy. Please confirm whether you are the member or a person nominated by a member. If you are a member who has nominated someone else to exercise the right to appoint a proxy you should not complete this form. Any forms returned by such persons will be ineffective.

• 2. Any member entitled to attend and vote at the AGM is entitled (unless they have, pursuant to Article 87 of the Company's Articles of Association, nominated someone else to enjoy such a right, in which case only the person so nominated may exercise the right) to appoint one or more proxies (who need not be a member of the Company) to attend and to vote instead of the member. Completion and return of a form of proxy will not preclude a member from attending and voting at the Meeting in person, should he/she subsequently decide to do so.

• 3. If you wish to appoint some other person as your proxy please insert his/her name and address, initial and strike out the words "the Chairman of the Meeting". If you do this and you, or your proxy, do not go to the Meeting, your vote cannot be counted. A proxy need not be a member of the Company but must attend in person.

• 4. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). If the total number of shares exceeds the total held by the member, all appointments may be held invalid. Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

• 5. Please indicate with an "X" in the appropriate box how you wish your votes to be cast. Unless otherwise instructed the proxy will exercise his/her discretion as to whether, and if so how, he/she will vote. The "Withheld" option is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.

• 6. This Form of Proxy must, in the case of an individual, be signed by the appointer or his/her attorney or, in the case of a corporation must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing. Where a duly authorised officer signs this form, the signatory should state his/her office on the form.

• 7. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the share.

• 8. Any alteration in this Form of Proxy must be initialled by the person in whose hand it is signed or executed.

• 9. In order to be valid, any form of proxy and power of attorney or other authority under which it is signed, or a notarially certified or office copy of such power of authority, must reach the Company's Registrars, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not less than 48 hours (excluding any part of a day which is a non-working day) before the time of the Meeting or of any adjournment of the Meeting.

• 10. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders registered in the register of members of the Company at close of business on 7 March 2018, if the Meeting is adjourned, shareholders on the Company's register of members not later than 48 hours before the time fixed for the adjourned Meeting, shall be entitled to attend and vote at the Meeting.

• 11. All members are entitled to attend and vote at the Meeting, whether or not they have returned a form of proxy.

• 12. The Directors have no present intention of exercising (i) the allotment authority under paragraph 7.2 of the disapplication of

• pre-emption rights authority under resolution 7; or (ii) the authority to make market purchases under resolution 8.