Source - PRN

Notice of Annual General Meeting

Netalogue Technologies plc


Notice is hereby given that the Annual General Meeting of Netalogue Technologies plc (“the Company”) will be held at10:00am on Friday 7th September 2018 at Baglan Bay Innovation Centre, Central Avenue, Baglan Bay, West Glamorgan, SA12 7AX for the purposes of considering and, if thought fit, passing the following resolutions which will be proposed, in the case of resolutions 1 to 4 (inclusive), as ordinary resolutions and, in the case of resolution 5, as a special resolution.

Ordinary Resolutions

1.             THAT the Directors’ Report and audited accounts of the Company for the year ended 31st March 2018 be received and adopted.

2.             THAT Nick Barley be re-appointed as a Director of the Company by rotation in accordance with the Articles of Association.

3.             THAT PriceWaterhouseCoopers LLP be re-appointed as Auditors of the Company and the Directors be authorised to fix their remuneration.

4.            THAT, in accordance with section 551 of the Companies Act 2006 (the “2006 Act”), the   
   Directors be generally and unconditionally authorised to allot shares in the Company or grant
   rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to
   an aggregate nominal amount of £400,000.00 provided that this authority shall, unless
   renewed, varied or revoked by the Company, expire on the earlier of the date falling 15
   months after the date of the passing of this resolution and the conclusion of the subsequent
   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 to be allotted or Rights to            be granted and the Directors may allot shares or grant Rights in pursuance of such offer or
   agreement notwithstanding that the authority conferred by this resolution has expired.

                This authority is in substitution for all previous authorities conferred on the Directors in
   accordance with section 551 of the 2006 Act.

Special Resolution

5.             THAT, the Directors be and are hereby empowered, pursuant to Section 570 of the 2006 Act, to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 5 as if Section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:

(a)   the allotment of equity securities in connection with a rights issue or other issue in favour of the holders of ordinary shares where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held or deemed to be held by them, subject only to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements, legal or practical problems arising in any overseas territory or by virtue of shares being represented by depository receipts, the requirements of any regulatory body or stock exchange or any other matter whatsoever;

  1. the allotment of equity securities for the purpose of any option, incentive or profit sharing scheme (whether or not an employees’ share scheme as defined in the 2006 Act) being a scheme approved by shareholders in general meeting, and;

  2. the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of securities for cash up to an aggregate nominal value of £400,000.00

And this power shall expire on the date which is 15 months after the date on which the resolution is passed or, if earlier, at the conclusion of the next annual general meeting of the Company.

By Order of the Board
Secretary
Cargil Management Services Limited

Dated: 10th August 2018

 


Registered Office:
Netalogue Technologies plc, Eastcastle House, 27-28 Eastcastle Street, London, W1W 8DH.

Notes to the Notice of Annual General Meeting

Entitlement to attend and vote

1. Pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company’s register of members 48 hours before the time of the Meeting shall be entitled to attend and vote at the Meeting.

Appointment of proxies

2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

3. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. 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.

4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Company’s Registrar, Share Registrars’ helpline on 01252 821390.

5. 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 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.

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

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

  • completed and signed;

  • sent or delivered, to the Company’s Registrar, Share Registrars Ltd, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR and received by Company’s Registrar, Share Registrars Ltd no later than 48 hours prior to the Meeting.

    In the case of a member 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.

    Appointment of proxy by joint members

    7. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, 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

    8. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

    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 the Company’s Registrar, Share Registrars’ helpline on 01252-821390. 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 appointments

    9. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods:

    By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Ltd, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR. In the case of a member 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.

    In either case, the revocation notice must be received by the Company’s Registrar: Share Registrars Ltd, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR. no later than 48 hours prior to the Meeting.
     

    If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

    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.

    Issued shares and total voting rights

    10. As at [9th August] 2018 the Company's issued share capital comprised [48,746,333] ordinary shares of 1p each. Each ordinary share carries the right to one vote at an Annual General Meeting of the Company and, therefore, the total number of voting rights in the Company as at [9th August] 2018 is [48,746,333].

    Communications with the Company

    11. Except as provided above, members who have general queries about the Meeting should the Company’s Registrar, Share Registrars’ helpline on 01252-821390 (no other methods of communication will be accepted).  You may not use any electronic address provided either in this notice of general meeting; or any related documents (including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

Netalogue Technologies plc
 

For use at the Annual General Meeting to be held at Netalogue Technologies plc (“the Company”), Baglan Bay Innovation Centre, Central Avenue, Baglan Bay, West Glamorgan, SA12 7AX on Friday 7th September 2018 at 10:00 am

I/We, (names in full)                                                                                                 BLOCK CAPITALS PLEASE

……………………………………………………………………………………………………………………………

Of ………………………………………………………………………………………………………………………...

……………………………………………………………………………………………………………………………

being (a) holder(s) of Ordinary Shares of 1p each of the Company, hereby

appoint the Chairman of the Meeting or …………………………………………………………….......................

to act as my/our proxy at the Annual General Meeting of the Company to be held on Friday 7th

September 2018 at 10:00am and at any adjournment thereof.

Please indicate with a tick in the relevant box below how you wish your vote to be the case on each of the resolutions to be proposed at the meeting.  If no specific direction has been given the proxy will vote or abstain at his/her discretion.  Full details of the resolutions are set out in the Notice of Meeting.

RESOLUTIONS

For Against Withheld
1. To receive the Directors’ report and audited accounts of the
    company for the period ended 31st March 2018
2. To re-appoint Nick Barley as a director of the Company
3. To re-appoint Price Waterhouse Coopers as auditors and authorise the Directors to fix their remuneration
4. To authorise the directors to allot shares in the capital of the Company
5. To authorise the directors to disapply statutory pre-emption rights to allot shares in the capital of the Company.

   

 Dated ……………………….2018 Signature………………………………………

To facilitate arrangements for the Meeting, please tick here………….. (without commitment on your part) if you propose to attend in person, directions will be sent to you.

Notes on completion:

       1.       As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

2.     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.

3.     A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the space provided. If you sign and return this proxy form with no name inserted in the space, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

4.     You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.

5.     To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. 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.

  1. To appoint a proxy using the proxy form, the form must be:
    • completed and signed;
    • sent or delivered to the Company’s Registrar, Share Registrars Ltd, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR
    • and received by Share Registrars Ltd no later than 48 hours prior to the Meeting.

In the case of a member 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.

7.     In the case of a member which is a company, this 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.

8.     Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form and received by the Company no later than 5th September 2018.

9.     In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, 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).

11.   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.