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SPECIAL BUSINESS
Resolution 7 is proposed to extend the existing share option pool to a level which represents 10.5% of the Company’s
issued share capital, which the Board believes is required to properly incentivise our predominately US-based senior staff.
Resolutions 8 and 10 are proposed in order to provide respectively for (i) Directors’ general authority to allot shares and
other equity securities and (ii) authority to be given to the Directors to issue shares for cash. Resolution 9 is proposed in
order to provide for the Company to purchase its own shares.
As was the case for resolutions passed at the Company’s 2020 Annual General Meeting, the authorities referred to in
resolutions 8, 9 and 10 will not expire until after five years, but in accordance with good practice, the Directors intend to
update and renew such authorities on an annual basis at subsequent Annual General Meetings.
To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:
7. That the aggregate maximum number of ordinary shares over which options may be granted to employees under all of
the Company’s employee share option schemes including the Sopheon UK Unapproved Share Option Scheme 1997, the
Sopheon Share Option Scheme 2016, and the Sopheon plc 2009 (USA) Stock Option Plan shall be increased to
1,100,000 and that each of the relevant scheme rules shall be amended accordingly (subject where appropriate to
approval of the relevant fiscal authorities).