Notice of Meeting (revised)
This notice supersedes the Notice of Meeting dated 29 January 2019 as included within the Annual Report for the year ended 30 September 2018. The notice has been revised to provide due notice of an additional resolution.
Notice is hereby given that the Annual General Meeting of Aukett Swanke Group Plc will be held at 10:00am on Thursday 28 March 2019 at 10 Bonhill Street, London, EC2A 4PE for the following purposes:
1 To receive and adopt the annual report for the year ended 30 September 2018.
2 To elect Raúl Curiel as a director.
3 To re-appoint BDO LLP as auditors of the Company to hold office, from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company, at a remuneration to be fixed by the directors.
4 That the directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the ‘Act’) to exercise all powers of the Company to allot shares in the Company up to an aggregate nominal amount of £826,068 to such persons and upon such conditions as the directors may determine, such authority to expire at the conclusion of the next annual general meeting of the Company save that the Company may before such expiry make an offer or agreement which would or might require shares in the Company to be allotted after such expiry and the directors may allot shares in the Company in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
5 To propose as a special resolution that the directors be and are hereby empowered pursuant to section 570 of the Act to allot shares in the Company up to an aggregate nominal amount of £165,214 for cash pursuant to the authority conferred by resolution 6 above as if section 561 of the Act did not apply to such allotment, such authority to expire at the conclusion of the next Annual General Meeting of the Company save that the Company may before such expiry make an offer or agreement which would or might require shares in the Company to be allotted after such expiry and the directors may allot shares in the Company in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
By order of the Board
Beverley Wright, Company Secretary
28 February 2019
Registered office: 10 Bonhill Street, London, EC2A 4PE
1 Any member entitled to attend and vote at the meeting may appoint another person, whether a member or not, as their proxy to attend and, on a poll, to vote instead of them. A form of proxy is enclosed for this purpose and to be valid must be lodged with the Company’s registrars together with any power of attorney or other authority under which it is signed, not less than 48 hours before the time appointed for the meeting. Completion and return of the form of proxy will not preclude a member from attending and voting at the meeting.
2 In accordance with regulation 41 of Uncertificated Securities Regulations 2001, the Company gives notice that only those shareholders entered on the register of members at 6:30pm on Tuesday 26 March 2019 (the ‘Specified Time’) will be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after the Specified Time will be disregarded in determining the rights of any person to attend or vote at that meeting. Should the meeting be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. Should the meeting be adjourned for a longer period then to be so entitled members must be entered on the register at the time which is 48 hours before the time fixed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in the notice.
Explanatory note to resolution 5
Section 84 of The Small Business, Enterprise and Employment Act 2015 with effect from 26 May 2015 prohibits UK companies from issuing bearer shares regardless of whether they are permitted to do so in there Articles of Association. The Company is therefore proposing to delete these redundant provisions from its Articles of Association.