Extract to table

Resolution 5 — Special Committee Oversight RESOLVED, that the Strategic Alternatives Review shall be conducted under the direct oversight and supervision of the Special Committee, consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr

Anwen Llewellyn, each of whom has been determined by the Board to be an independent director within the meaning of the NYSE Listed Company Manual Section 303A and the UK Corporate Governance Code, and that Stonebridge shall report directly to the Special Committee and, through the Special Committee, to the full Board; and be it further RESOLVED, that the Special Committee shall have sole authority to direct the day-to-day conduct of the Strategic Alternatives Review, including but not limited to the authority to: (i) determine the scope, pace, and manner of any outreach to potential transaction counterparties, including the preparation of a potential buyer or partner list and the sequencing and timing of any contacts; (ii) approve the terms and form of any non-disclosure agreements, standstill agreements, or other preliminary transaction documents to be entered into with potential counterparties; (iii) authorize the establishment and population of any virtual data rooms or the sharing of any confidential Company information with potential counterparties; (iv) retain, at the Company's expense, such additional financial, legal, or other advisors as the Special Committee may deem necessary or advisable in connection with the Strategic Alternatives Review; and (v) make recommendations to the full Board regarding the pursuit, approval, or rejection of any Strategic Alternative; provided, however, that any decision to enter into, approve, or recommend any definitive transaction agreement in connection with the Strategic Alternatives Review shall require the approval of the full Board of Directors, acting in the exercise of its fiduciary duties

596/2014 as retained in UK law), and that Nadine Khalil, General Counsel and Corporate Secretary, in consultation with Calderwood & Harkness LLP and Ashworth Velmoran LLP, shall monitor, assess, and advise the Board on any disclosure obligations arising from the Strategic Alternatives Review, including the timing and content of any required public disclosures, and shall prepare such disclosures for the Board's review and approval as and when appropriate

In the event of any conflict between this summary and the terms of the executed Engagement Letter, the terms of the executed Engagement Letter shall control