Impellam : Directors’ Deed of Release

DIRECTORS' DEED OF RELEASE

DEED POLL

THIS DEED POLL IS MADE ON _______________ 2023

BY:

IMPELLAM GROUP PLC (registered number 06511961) whose registered office is at 800 The Boulevard Capability Green, Luton, Bedfordshire, LU1 3BA (the Company) in favour of certain of the current and former directors of the Company (or the personal representatives and their successors in title (as appropriate) of their estate if such director or former director is deceased).

WHEREAS:

1. As explained in the notice of the annual general meeting of the Company dated 2 June 2023 as appended to this Deed Poll (the AGM Notice), the board of directors of the Company has become aware of administrative errors in the payment to shareholders of a special dividend in January 2023 and certain repurchases of shares from shareholders between 27 January 2023 and 30 March 2023.
2. In respect of the Relevant Dividend, on 27 January 2023, the Company paid a special dividend 55.4 pence per Ordinary Share with the total amount of the dividend being £24,962,993. However, the Company's latest filed accounts at the time only showed distributable reserves of £17,747,310 for the distribution, albeit that the Company had sufficient reserves overall to justify the distribution and the annual accounts of the Company for the financial year ended 30 December 2022 do evidence sufficient reserves. Therefore £7,215,683 of the January 2023 Dividend is unlawful and those shareholders of the Company who received the Relevant Dividend could technically be liable to repay their respective proportion to the Company.
3. In respect of the Share Repurchases, the Company effected certain share repurchases between 27 January 2023 and 30 March 2023 pursuant to a share purchase plan announced on 8 July 2022. Due to the lack of distributable reserves following the January 2023 Dividend, share repurchases of 94,822 Ordinary Shares for consideration of £651,847 are considered void and those shareholders of the Company who received the proceeds from the Share Repurchases could technically be liable to repay those proceeds to the Company.
4. The Company has been advised that, as a consequence of the Relevant Dividend and the Share Repurchases having been made otherwise than in accordance with the Companies Act 2006, it may have claims against the directors of the Company at the time of declaration and/or payment of the Relevant Dividend or the proceeds of the Share Repurchases (or their personal representatives (and their successors in title) if they are deceased and/or the successors in title or assignees for corporate members) (the Affected Directors).
5. Pursuant to Resolution 17 as set out in the AGM Notice and duly passed by the Company's shareholders in the Annual General Meeting held on 27 June 2023, the Company proposes to waive and release any and all claims which it has or may have in respect of the Relevant Dividend or the Share Repurchases against the Affected Directors and wishes to enter into this Deed Poll in favour of the Affected Directors in order to effect the same.

0090080-0000012 UKO3: 2006128996.4

1

THIS DEED POLL WITNESSES as follows:

1. DEFINITIONS
   Terms unless otherwise defined in this Deed Poll shall have the meaning given to them in the AGM Notice.
2. RELEVANT DIVIDEND AND SHARE PURCHASE RELEASE
   With effect from the date of this Deed Poll, the Company hereby unconditionally and irrevocably waives and releases each of the Affected Directors from any and all liability that any such Affected Director has or may have to the Company and all claims and demands the Company has or may have against each of them, including, without limitation, any derivative action from or on behalf of shareholders of the Company, in connection with the declaration, making and/or payment of the Relevant Dividend and/or in connection with the proceeds of the Share Repurchases.
3. VARIATION
   This Deed Poll supersedes all prior agreements or arrangements, if any, between the Company and any Director, whether written or oral, relating to the release from any liability, and/or waiver of: (i) any claims, in respect of the declaration and/or payment of the Relevant Dividend; and/or (ii) the proceeds of the Share Repurchases.
4. SEVERANCE
   The provisions contained in each clause of this Deed Poll are enforceable independently of each other clause and the validity and enforceability of any clause will not be affected by the invalidity or unenforceability of any other clause.
5. ASSIGNMENT
   None of the rights under this Deed Poll may be assigned or transferred without the prior written consent of the Company and any purported assignment or transfer shall be void.
6. GOVERNING LAW

1. This Deed Poll and any non-contractual rights and obligations arising out of or in connection with it will be governed by and construed in accordance with English law.
2. The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed Poll (including a dispute relating to any non-contractual obligations arising out of or in connection with this Deed Poll) and the parties submit to the exclusive jurisdiction of the English courts.

0090080-0000012 UKO3: 2006128996.4

2

IN WITNESS of which this Deed Poll has been executed and has been delivered as a deed poll on the date which appears first on page 1.

EXECUTED as a DEED POLL	)
by IMPELLAM GROUP PLC	)
	)
acting by ______________________, a director	)
in the presence of:	) Director

Witness's Signature ......................................

Name:......................................

Address:......................................

......................................

0090080-0000012 UKO3: 2006128996.4

3

APPENDIX 1

AGM NOTICE

0090080-0000012 UKO3: 2006128996.4

4

IMPELLAM GROUP PLC

NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action which you should take, you are recommended to seek your own advice from your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Impellam Group plc please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was affected for onward transmission to the purchaser or transferee.

Impellam Group plc

Registered in England No. 6511961

DETAILS OF THE 2023

ANNUAL GENERAL MEETING

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Impellam Group plc which is set out on pages 2 to 6 of this document recommending, on behalf of the Directors, that you vote in favour of the Resolutions to be proposed at the Annual General Meeting referred to below.

Notice of the Annual General Meeting, to be held at the offices of Impellam Group plc, 107-112 Leadenhall Street, London EC3A 4AF at 3.00pm on Tuesday 27 June 2023, is set out on pages 7 to 11 of this document. To appoint a proxy and vote online please go to www.signalshares.com and follow the instructions to register your appointment, or complete and return a paper proxy form, in either case no later than 3.00pm on Friday 23 June 2023. If you hold shares in CREST you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Link Group (CREST Participant ID RA10) so that it is received no later than 3.00pm on Friday 23 June 2023.