Source - RNS
RNS Number : 9391G
World Trade Systems PLC
01 June 2017
 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

 

If you have recently sold or transferred all of your shares in WORLD TRADE SYSTEMS PLC, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

 

This Letter, the Notice of Annual General Meeting and a Proxy Form are being sent to all shareholders. Shareholders who wish to view the Annual Report 2016 can do so electronically on the Company's website at  www.worldtradesystemsplc.com.

 

WORLD TRADE SYSTEMS PLC

 

Registered Number: 1698076

 

Registered Office:

Tricor Suite

4th Floor

50 Mark Lane

London

EC3R 7QR

 

CHAIRMAN'S LETTER 

 

30th May 2017

 

 

Dear Shareholder

 

Annual General Meeting

 

I have pleasure in inviting you to the 2017 Annual General Meeting of World Trade Systems PLC (the 'Company') to be held on Thursday 29th June 2017 at 33 Cavendish Square, London W1G 0PW, commencing at 14.00 hours.

 

Business Overview

The annual report and accounts for the year ended 31 December 2016 are available on the Company's website, and, as you will read in the strategic report contained therein, the Company set up a wholly-owned subsidiary in China during the year, namely, Shimao (Suzhou) Biotechnology Co. Ltd (WTS China), for the purpose of carrying on a new business of supplying high-quality health food products to the Chinese consumer market. The Company's vision is to become a comprehensive health food and health product provider and is in the process of submitting its application to re-list its shares on the Standard Segment of the Official List of the UK Listing Authority and to recommence trading of its shares on the London Stock Exchange, subject to approval from the shareholders in due course.

 

As the Company has such a large shareholder base the directors had in the previous AGM requested shareholders to inform us of their email and password. However, we had very few responses and the Company has incurred expenses to set up an email account for each of its shareholders so as to notify them by email. The Board has decided that going forward all shareholders will be notified of the issue of any notice or circular regarding the Company and its activities by this email ONLY. Thus, in addition to this Letter, the Notice of Annual General Meeting and Proxy Form each shareholder will receive an email username and password and a self-explanatory letter in order for them to receive the emails.  Please refer to appendix 2 attached to this Letter for further details of how to retrieve the messages sent to your individual e-mail address.

 

At the Annual General Meeting, you will be asked to consider and vote on the resolutions set out on the attached Notice.  Resolutions 1 to 10 (Ordinary Business) will be proposed as ordinary resolutions and resolutions 11 to 13 (Special Business) will be proposed as special resolutions.

 

Ordinary resolutions will be passed if, on a show of hands, more than 50% of the votes cast by those entitled to vote are in favour thereof, or if on a poll, shareholders representing more than 50% of the total voting rights of entitled shareholders vote in favour. Special resolutions will be passed if, on a show of hands, more than 75% of the votes cast by those entitled to vote are in favour of, or if on a poll, shareholders representing more than 75% of the total voting rights of entitled shareholders vote in favour.

 

ORDINARY BUSINESS

 

Resolution 1 - Annual report and accounts

The Company must lay the annual report and accounts before the shareholders at the Annual General Meeting each year. A copy of the annual report and accounts are available on the Company's website at www.worldtradesystemsplc.com

 

 

Resolution 2 - Directors' Remuneration report 

The directors must lay the directors' remuneration report before the shareholders at the Annual General Meeting for their approval. This is an advisory vote; it is not a binding vote.

 

Resolution 3 - Directors' Remuneration Policy

The directors must also approve the Company's remuneration policy (as set out in the directors' remuneration report) at the Annual General Meeting.

 

Resolutions 4 to 7 - Re-election of directors

The articles of association provide that any director who was appointed as an additional director during the year must retire at the next Annual General Meeting following their appointment. All directors, being eligible, offer themselves for re-election at the Annual General Meeting. The biographies of those directors offering themselves for re-election are set out below and in the annual report.

 

Resolution 8 - Re-appointment of the auditors

The Company is required to appoint an auditor at each General Meeting at which accounts are laid before the shareholders. Resolution 7 proposes that Grant Thornton (UK) LLP be re-elected as auditors from the conclusion of the meeting until the conclusion of the next General Meeting at which accounts are laid.

 

Resolution 9 - Approval of auditors remuneration

The directors are required to be authorised to determine the remuneration of the auditors. 

Resolution 10 - Renewal of directors' authority to allot shares

At the Annual General Meeting held on 30 September 2016 the directors were given the authority to allot ordinary shares in the capital of the Company up to a maximum of 87,538,670 ordinary shares for cash generally and unconditionally. This authority is due to expire at the conclusion of the next Annual General Meeting to be held on 29th June 2017 or a period of 15 months from the date of that resolution whichever is the earlier.

The Board considers it appropriate that the directors be granted authority to allot up to a maximum nominal amount of £29,180 (representing one third of the current issued share capital of the Company) for cash generally and unconditionally.  The Directors have no present intention of exercising this authority and this authority will, unless renewed, varied or revoked by the Company, expire on 29th September 2018 or, if earlier, the date of the next Annual General Meeting of the Company.

As at the date of this letter the Company does not hold any ordinary shares in the capital of the Company in treasury.

SPECIAL BUSINESS

 

Resolution 11 - Disapplication of pre-emption rights

 

Resolution 11 will give the directors authority to allot shares in the capital of the Company for cash as though the pre-emption rights set out in the Companies Act 2006 (CA 2006) do not apply in certain circumstances.  The directors consider this authority appropriate to allow the Company flexibility to finance business opportunities without the need to comply with the strict requirements of the statutory pre-emption rights provisions.  This authority allows the directors to allot up to a maximum nominal amount of £4,377, representing approximately 5 per cent of the current issued share capital of the Company. This authority will expire at the end of the next Annual General Meeting or a period of 15 months from the date this resolution is passed, whichever is the earlier.

 

Resolution 12 - Adoption of new articles of association

 

Resolution 12 is to authorise the Company to adopt new articles of association to bring these up to date and in accordance with market practice principally to reflect the implementation of the final provisions of the CA 2006, the Companies (Shareholders' Rights) Regulations 2009 (SRR) and the amendments to the Uncertificated Securities Regulations 2001 (USR).  An explanation of the principal changes between the proposed new articles of association (New Articles) and the current articles of association (Current Articles) is set out in the Appendix 1 to this document.  A copy of the Company's Current Articles and the proposed New Articles will be available for inspection during normal business hours (excluding Saturdays, Sundays and bank holidays at the Company's registered office from the date of this notice of meeting until the close of the meeting.  The proposed New Articles will also be available for inspection at the Annual General Meeting at least 15 minutes prior to the start of the meeting and up until close of the meeting. 

 

Resolution 13 - Notice period for calling a general meeting

Changes made to the CA2006 by the SRR increase the notice period required for general meetings of the Company to 21 clear days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days (annual general meetings will continue to be held on at least 21 clear days' notice).  Before the SRR came into force, the Company was able to call general meetings other than an annual general meeting on 14 clear days' notice without obtaining shareholder approval.  In order to preserve this ability Resolution 13 seeks such approval.  The approval of the resolution will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.  Note that in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.  The shorter notice period will not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of the shareholders as a whole. 

Biographies of directors being proposed for election

Mr AKM Ismail and Ms Xin (Ellen) Lu were appointed as Executive Director (Finance) and Non-Executive Director, respectively during the year on 15 November 2016 and, being eligible, will offer themselves for re-election in accordance with the Company's articles of association. Mr Shao Chen was appointed as a director on 15 February 2016 and, being eligible, will offer himself for re-election in accordance with the Company's articles of association. The biographies of the retiring directors can be found on page 1 of the annual report and accounts for the year ended 31 December 2016.

 

Mr John Anthony Hoskinson was appointed as a Non-Executive director on 6 May 2017. Mr Hoskinson has international experience from sectors including mining, energy, property and services throughout a career that has spanned more than 50 years. He has served on the boards of both private and publicly listed companies during that time. Your board believes that his business experience will provide the executive team with a valuable sounding board which will help to build value for our shareholders and develop the business going forward.

 

Recommendation

 The directors of the Company consider that all the resolutions to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and recommend that you vote in favour of these resolutions.

 

Your vote does matter. If you are unable to attend the meeting in person, you can still vote by appointing a proxy to attend the Annual General Meeting and to vote on your behalf by requesting a form of proxy, completing, signing and returning it to Mr. AKM Ismail, World Trade Systems PLC, St. Mary's Court, The Broadway, Amersham HP7 0UT either by post or email on [email protected] To be effective, the duly completed proxy form must be received no later than 18.00 hours on 27th June 2017.

 

You can still attend and vote at the Annual General Meeting even if you have returned your form of proxy or given your voting instructions electronically.

Thank you for your continued support.

 

Yours sincerely

 

 

Robert Lee

Non-Executive Chairman



 

Appendix 1

 

Summary of the principal differences between the Current Articles and the proposed New Articles

 

Resolution 12 proposes the adoption of the New Articles in order to update the Company's Current Articles.  These amendments primarily update the Current Articles to reflect the implementation of the final provisions of the CA 2006, the SRR and the amendments to the USR.  The principal changes introduced in the New Articles are set out below.  A copy of the New Articles and a copy of the Current Articles are available for inspection at the Company's registered office address during normal business hours on any business day.

 

1.            The Company's objects

 

Prior to 1 October 2009, the provisions regulating the operations of the Company were set out in the Company's memorandum and Current Articles.  The Company's memorandum contained, among other things, the objects clause which sets out the scope of the activities the Company is authorised to undertake.  This is drafted to give a wide scope.  The CA 2006 significantly reduces the constitutional significance of a company's memorandum, providing that a memorandum will record only the names of subscribers and the number of shares each subscriber has agreed to take in the company.  Under the CA 2006, the objects clause and all other provisions which are contained in a company's memorandum are deemed to be contained in the company's articles of association, but the company can remove these provisions by special resolution.

 

Further, the CA 2006 states that, unless a company's articles provide otherwise, a company's objects are unrestricted.  This abolishes the need for companies to have objects clauses.  For this reason, the Company is proposing to remove its objects clause, together with all other provisions of its memorandum which, by virtue of the CA 2006, are now treated as forming part of its articles of association.  Resolution 12 (a) confirms the removal of these provisions although, where appropriate, to preserve the status quo, certain directors' powers that were previously dealt with in the memorandum have been included in the New Articles.  As the effect of Resolution 12 (a) will also be to remove the statement currently in the Company's memorandum of association regarding limited liability, the New Articles also contain an express statement regarding the limited liability of shareholders. 

 

2.            Authorised share capital and unissued shares

 

The CA 2006 abolishes the requirement for a company to have an authorised share capital and the New Articles reflect this.  Directors will still be limited as to the number of shares they can allot because an allotment authority continues to be required under the CA 2006, save in respect of employee share schemes. 

 

3.            Redeemable shares

 

Under the CA 1985, if a company wished to issue redeemable shares, it had to include in its articles the terms and manner of redemption, whereas the CA 2006 enables directors to determine such matters themselves, provided that they are authorised to do so by the articles.  The New Articles contain such an authorisation for the directors.  The Company has no current plans to issue redeemable shares but, if it did so, the directors would need shareholders' authority to issue such shares in the usual way.

 

4.            Authority to purchase own shares, consolidate and sub-divide shares and reduce share capital

 

Under the CA 1985, in addition to shareholder approval, a company required specific enabling provisions in its articles in order to purchase its own shares, to consolidate or sub-divide its shares or to reduce its share capital or other undistributable reserves.  Under the CA 2006 a company only requires shareholder authority to do any of these things and therefore these enabling provisions have been removed in the New Articles.

 

5.            Use of seals

 

Under the CA 1985, a company required authority in its articles to have an official seal for use abroad.  Under the CA 2006, such authority will no longer be required and therefore the relevant authorisation has been removed in the New Articles. 

 

6.            Suspension of registration of share transfers

 

The Current Articles permit the directors to suspend the registration of share transfers.  This power has been removed in the New Articles because it is inconsistent with the CA 2006, which requires share transfers to be registered as soon as practicable. 

 

7.            Notice of general meetings

 

The SRR amend the CA 2006 to require a company to give 21 clear days' notice of general meetings unless a company offers members an electronic voting facility and a special resolution reducing the period of notice to not less than 14 days has been passed.  Annual general meetings must be held on 21 clear days' notice.  The New Articles amend the provisions of the Current Articles to be consistent with the new requirements.

 

8.            Adjournments for lack of quorum

 

Under the CA 2006, as amended by the SRR, general meetings adjourned for lack of quorum must be held at least 10 clear days after the original meeting.  The New Articles amend the provisions of the Current Articles to reflect this requirement. 

 

9.            Chairman's casting vote

 

The New Articles remove the provision in the Current Articles giving the chairman a casting vote in the event of an equality of votes at a general meeting, as this is no longer permitted under the CA 2006.

 

10.          Directors' borrowing powers

 

In the Current Articles the directors' borrowing powers were capped at the higher of four times the aggregate value of the Company's capital and reserves and £30,000,000 (without the previous sanction of an ordinary resolution of the Company in general meeting).  In the New Articles this limit has been reduced to 3 times the aggregate value of the Company's capital and reserves to align the Company's borrowing powers with current market practice. 

 

11.          Voting by proxies on a show of hands

 

The SRR have amended the CA 2006 so that it now provides that, subject to a company's articles, each proxy appointed by a member has one vote on a show of hands, unless the proxy is appointed by more than one member, in which case the proxy has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution.  The New Articles amend the provisions of the Current Articles to reflect these changes, and to clarify the procedure to be followed if a proxy is appointed by more than one member and is given discretion as to how to vote by one or more of those members. 

 

12.          Voting record date and proxy appointment

 

Under the CA 2006, as amended by the SRR, the Company must determine the right of members to vote at a general meeting by reference to the register not more than 48 hours before the time for the holding of the meeting, not taking account of days that are not working days.  The CA 2006 also allows companies to set a time limit for the receipt of proxy appointments and related documents that is not more than 48 hours before the time for the holding of the meeting, not taking account of days that are not working days.  The New Articles amend the Current Articles to reflect these provisions. 

 

13.          Voting in accordance with instructions

 

Under the SRR, proxies are expressly required to vote in accordance with instructions given to them by members.  For the avoidance of doubt, the New Articles contain a provision stating that the Company is not obliged to check whether a proxy or corporate representative has voted in accordance with the members' instructions. 

 

14.          Voting by corporate representatives

 

The Shareholders' Rights Regulations have been amended by the CA 2006 in order to enable multiple representatives appointed by the same corporate member to vote in different ways on a show of hands and a poll.  The New Articles contain provisions which reflect these amendments. 

 

15.          Change of name

 

Prior to 1 October 2009, a company could only change its name by special resolution, but now, under the CA 2006, a company is able to change its name by other means provided for by its articles.  To take advantage of this provision, the New Articles enable the directors to pass a resolution to change the Company's name. 

 

16.          Scrip dividend

 

In line with market practice, the New Articles update the Current Articles to provide that the value of shares issued in connection with a scrip dividend may be determined by ordinary resolution, or by reference to the average middle market quotation for shares of the same class on the London Stock Exchange Daily Official List for the day on which the shares are first quoted "ex" dividend, and the four subsequent dealing days.  The New Article also allow the directors the flexibility at any time before the further shares are allotted to decide that the dividend will be paid in cash instead. 

 

17.          General

 

Generally, the opportunity has been taken to bring clearer language into the New Articles and in some areas to conform the language of the New Articles to the language used in the CA 2006.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

 

If you have recently sold or transferred all of your shares in WORLD TRADE SYSTEMS PLC, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

 

The Notice of Annual General Meeting and a Proxy Form are being sent to all shareholders. Shareholders who wish to view the Annual Report 2016 can do so electronically on the Company's website at  www.worldtradesystemsplc.com.

 

WORLD TRADE SYSTEMS PLC

 

NOTICE OF ANNUAL GENERAL MEETING

 

 

NOTICE is hereby given that the 2017 ANNUAL GENERAL MEETING (the 'AGM') of World Trade Systems PLC (the 'Company') will be held at 33 Cavendish Square, London W1G 0PW, on Thursday 29th June 2017 commencing at 14.00 hours for the following purposes:

 

The board considers that resolutions 1 to 10 are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of these resolutions.

 

ORDINARY BUSINESS

 

1.    To receive and consider the Company's annual report and accounts for the year ended 31 December 2016 together with the directors' report, the directors' remuneration report and the auditor's report on those accounts;

 

2.    To approve the directors' remuneration report (other than the remuneration policy contained in that report) for the year ended 31 December 2016.

 

3.    To approve the remuneration policy contained in the directors' remuneration report for the financial year ended 31 December 2016;

 

4.    To re- elect Mr Shao Chen as a director, who was appointed during the year and retires in accordance with article 99 of the articles of association of the Company and who, being eligible, offers himself for re-election as a director;

 

5.    To re-elect Mr AKM Ismail as a director, who was appointed during the year and retires in accordance with article 99 of the articles of association of the Company and who, being eligible, offers himself for re-election as a director;

 

6.    To re-elect Ms Xin (Ellen) Lu as a director, who was appointed during the year and retires in accordance with article 99 of the articles of association of the Company and who, being eligible, offers himself for re-election as a director;

 

7.    To re- elect Mr John Anthony Hoskinson as a director, who was appointed during the year and retires in accordance with article 99 of the articles of association of the Company and who, being eligible, offers himself for re-election as a director;

 

8.    To re-appoint Grant Thornton (UK) LLP as auditors from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid;

 

9.    To authorise the directors to determine the remuneration of the auditors;

 

10.  To consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution:

"THAT, in substitution for all existing and unexercised authorities and powers, the directors of the Company be generally and unconditionally authorised for the purpose of section 551 Companies Act 2006 (the Act) to exercise all or any of the powers of the Company to allot shares of the Company or to grant rights to subscribe for, or to convert any security into, shares of the Company  (such shares and rights being together referred to as Relevant Securities) up to an aggregate nominal value of £29,180 (representing one third of the current share capital of the Company) to such persons at such time and generally on such terms and conditions as the directors may determine (subject always to the articles of association of the Company).

 

PROVIDED THAT this authority shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next annual general meeting or on the date which is 6 months after the next accounting reference date of the Company (if earlier) save that the directors of the Company may, before the expiry of such period, make an offer or agreement which would or might require relevant securities or equity securities (as the case may be) to be allotted after the expiry of such period and the directors of the Company may allot relevant securities or equity securities (as the case may be) in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired."

 

SPECIAL BUSINESS

11.  To consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution:

"THAT, subject to resolution 10 being passed, the directors of the Company be authorised to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by that resolution 10 as if section 561 of the Act did not apply to any such allotment, such authority to be limited to:

(a) the allotment of equity securities where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the directors of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in any, territory; and

 (b) the allotment of equity securities (otherwise than under paragraph 11(a) above) up to an aggregate nominal amount of £4,377, representing approximately 5% of the current share capital of the Company:

 such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 29 September 2018) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the directors of the Company may allot equity securities under any such offer or agreement as if the authority had not expired."

12.  To consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution:

"THAT with effect from the conclusion of the Annual General Meeting (a) the articles of association of the Company be amended by deleting all the provisions of the Company's memorandum of association which, by virtue of section 28 Companies Act 2006, are to be treated as provisions of the Company's articles of association; and (b) the draft articles of association produced to the meeting and, for the purposes of identification, initialled by the Chairman be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association."

To consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution:

"THAT in accordance with the Company's articles of association, the Company be and is hereby authorised until the close of the AGM in 2018, to call general meetings on 14 clear days' notice.

 

 By Order of the Board                                                                                                                   Registered Office:

Tricor Suite

                                                                                                                                                                4th Floor

                                                                                                                                                                50 Mark Lane

Robert Osborne Lee                                                                                                                       London

Company Secretary                                                                                                                        EC3R 7QR

 

Registered Number: 1698076

30th May 2017

 

 

 



 

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING  

 

Entitlement to attend and vote

 

1.    Only those shareholders registered in the Company's register of members at:

 

•   18.00 hours on Tuesday 27th June 2017; or,

•   if this meeting is adjourned, at 18.00 hours on the day two days prior to the adjourned meeting,

shall be entitled to attend, speak and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

 

Appointment of proxies

 

2.    If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint the chairman or any other person to exercise all or any of your rights to attend, speak and vote at the meeting. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. To obtain a proxy form please contact Mr AKM Ismail, World Trade Systems PLC, St Mary's Court, The Broadway, Amersham, HP7 0UT either by post or by email on [email protected] or by telephone on 07786712459.

 

3.    If you hold ordinary shares in CREST, the you may appoint proxies through the CREST electronic proxy appointment service at www.euroclear.com.

 

4.    You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please contact Mr AKM Ismail, World Trade Systems PLC, St Mary's Court, The Broadway, Amersham, HP7 0UT either by post or by email on [email protected] or by telephone on 07786712459. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. Failure to specify the number of shares to which each proxy appointment relates or specifying a number in excess of those held by the shareholder will result in the proxy appointment being invalid. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them.

 

5.    The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

 

6.    A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

 

7.    To appoint a proxy using the proxy form, the form must be:

 

•   completed and signed;

•   sent or delivered to Mr AKM Ismail, World Trade Systems PLC,  St Mary's Court, The Broadway, Amersham, HP7 0UT; and

•   received no later than 18.00 hours on Tuesday 27th June 2017.

In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

 

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

 

8.    If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact Mr AKM Ismail, World Trade Systems PLC, St Mary's Court, The Broadway, Amersham, HP7 0UT either by post or by email on [email protected] or by telephone on 07786712459.

 

Appointment of proxy by joint member

 

9.    In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

 

 Changing proxy instructions

 

10.  Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

 

11.  Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Mr AKM Ismail, World Trade Systems PLC, St Mary's Court, The Broadway, Amersham, HP7 0UT either by post or by email on [email protected] or by telephone on 07786712459 so that another proxy form can be sent to you.

 

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

 

Termination of proxy appointment

 

12.  A shareholder may change a proxy instruction but to do so you will need to inform the Company in writing by either:

 

•   Sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to Mr AKM Ismail, World Trade Systems PLC, St Mary's Court, The Broadway, Amersham, HP7 0UT. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice or

•   Sending an email to Mr AKM Ismail, World Trade Systems PLC, at [email protected]

In either case, the revocation notice must be received by Mr AKM Ismail, World Trade Systems PLC, St Mary's Court, The Broadway, Amersham, HP7 0UT no later than 18.00 hours on Tuesday 27th June 2017.

 

If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.

 

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

 

Corporate representatives

 

13.  A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share. The person appointed as the corporate representative must bring the letter of appointment to the meeting.

 

Questions at the meeting

 

14.  Any member attending the meeting has the right to ask questions in accordance with section 319A of the Companies Act 2006. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:

 

•   Answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information.

•   The answer has already been given on a website in the form of an answer to a question.

•   It is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Shareholders' requisition rights

15.  Under section 338 of the Companies Act 2006, a shareholder or shareholders meeting the threshold requirements, may, subject to conditions, require the Company to give to shareholders notice of a resolution which may properly be moved and is intended to be moved at that meeting provided that the requirements of that section are met and provided that the request is received by the Company not later than six weeks before the meeting, or if later the time at which notice is given of the meeting.

 

Submission of hard copy and electronic requests and authentication requirements

 

16.  Where a shareholder or shareholders wish to request the Company to circulate a resolution to be proposed at the meeting (see note 14), such request must be made by sending a hard copy request, signed by you, stating your full name and address to Mr AKM Ismail, World Trade Systems PLC, St Mary's Court, The Broadway, Amersham, HP7 0UT; or by email to Mr AKM Ismail, World Trade Systems PLC at [email protected] Please state 'AGM' in the subject line of the email.

Voting

 

17.  Voting on all resolutions will be conducted on a show of hands unless a poll is demanded in accordance with the Company's articles of association.  As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and also placed on the Company's website.

 

Documents available for inspection

 

18.  Copies of the service contracts or appointment letters of the directors are available for inspection at the Company's registered office during normal business hours and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.

 

Communication

 

19.  Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):

 

•   Contact Mr AKM Ismail, World Trade Systems PLC, St Mary's Court, The Broadway, Amersham, HP7 0UT either by post or by email on [email protected] 

 

 

Click on, or paste the following link into your web browser, to view the AGM Proxy Form:-

http://www.rns-pdf.londonstockexchange.com/rns/9391G_-2017-6-1.pdf 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
NOAOKDDPKBKBQAK