Pre-Annual General Meeting Information • May 11, 2021
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.
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If you have sold or otherwise transferred all of your Shares, please pass this document (but not the accompanying personalised Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker or other agent through whom you made the disposal for onward transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding, you should retain these documents.
(Incorporated in England and Wales with registered number 12257608 and registered as an investment company under section 833 of the Companies Act 2006)
This document should be read as a whole. Nevertheless, your attention is drawn to the letter from the Chair which contains a recommendation from the Board in respect of the Resolution to be proposed at the General Meeting.
Notice of the General Meeting to be held at Charter Place, 23/27 Seaton Place, St Helier, Jersey JE1 1JY on Friday, 4 June 2021 at 10.00 a.m. is set out on pages 15 to 17 of this document. Details of the action you are recommended to take are set out on page 7 of this document. The well-being and safety of Shareholders and service providers is a primary concern for the Board and taking into account the prevailing regulations and guidance relating to the COVID-19 crisis, the Directors have determined that the General Meeting will be run as a combined physical and electronic meeting. Shareholders and their proxies will not be permitted to attend the meeting in person. Instead, Shareholders can participate in the General Meeting virtually via video conference, where they will be able to vote and ask questions. Further details of how to attend by video conference can be found in the notes to the Notice of General Meeting set out on pages 16 to 17 of this document. Even if you attend the General Meeting via video conference, the Board strongly encourages Shareholders to appoint the Chair of the meeting as their proxy with their voting instructions. As Shareholders will currently be unable to attend the General Meeting in person, the Resolution will be decided on a poll to be called by the Chair of the meeting. This reflects current best practice and ensures that Shareholders who have appointed the Chair of the Meeting as their proxy have their votes fully taken into account. The results of the poll will be announced via a regulatory information service and placed on the Company's website as soon as practicable after the conclusion of the General Meeting. Should any changes be required to be made to the arrangements for the General Meeting, they will be announced via a Regulatory Information Service and included on the Company's website, www.octopusrenewablesinfrastructure.com. Alternatively, Shareholders can contact the Registrar, Computershare Investor Services PLC, for updated information.
Shareholders are directed to further information and instructions on voting by proxy set out in the letter from the Chair under the headings "General Meeting" and "Action to be Taken" on page 6 to page 7 of this document, the Notice of General Meeting and the Form of Proxy. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible or in the case of Shares held through CREST, via the CREST system or if submitting the proxy vote electronically, via the Registrar's online voting portal www.investorcentre.co.uk/eproxy by no later than 10.00 a.m. on Wednesday, 2 June 2021. Further instructions relating to the Form of Proxy are set out in the Notice of General Meeting and the Form of Proxy.
No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as at any subsequent time.
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Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, is acting solely for the Company in relation to the matters set out in this document (the "Transaction") and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Transaction or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed upon Peel Hunt by FSMA, or the regulatory regime established thereunder, Peel Hunt does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Transaction and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Peel Hunt accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to in this document) which it might otherwise have in respect of this document or any such statement.
| PART 1 – LETTER FROM THE CHAIR | 5 |
|---|---|
| PART 2 – BUSINESS OF THE GENERAL MEETING | 9 |
| PART 3 – ADDITIONAL INFORMATION | 12 |
| PART 4 – DEFINITIONS | 13 |
| PART 5 – NOTICE OF GENERAL MEETING | 15 |
| Form of Shareholders' Deed of Release | 18 |
| Form of Directors' Deed of Release | 20 |
Date of this document 11 May 2021
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on Wednesday, 2 June 2021 or transmission of CREST Proxy Instructions for the General Meeting
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Voting record date 6.00 p.m. on Wednesday, 2 June 2021
General Meeting 10.00 a.m. on Friday, 4 June 2021
The times and dates set out in the expected timetable above and mentioned throughout this document may, in certain circumstances, be adjusted by the Company, in which event details of the new times and dates will be notified, as required, to the Financial Conduct Authority and the London Stock Exchange and, where appropriate, Shareholders and an announcement will be made through a Regulatory Information Service. All references to times in this document are to London time unless otherwise stated.
(Incorporated in England and Wales with registered number 12257608 and registered as an investment company under section 833 of the Companies Act 2006)
Philip Austin (Chair) 1st Floor, Senator House James Cameron (Non-executive Director) 85 Queen Victoria Street Elaina Elzinga (Non-executive Director) London EC4V 4AB Audrey McNair (Chair of the Audit and Risk Committee)
Directors: Registered Office:
11 May 2021
Dear Shareholder
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As set out in the announcement of the final results of the Company to 31 December 2020, your Board has identified a potential procedural issue in respect of the payment of the first interim dividend covering the period from the Company's IPO on 10 December 2019 to 30 June 2020 of 1.06 pence per Share paid on 21 August 2020 (the "First Interim Dividend"). Whilst the Company had sufficient distributable reserves to pay the First Interim Dividend at the time it was made, the Companies Act required this to be demonstrated by reference to initial accounts being delivered to Companies House prior to payment of the First Interim Dividend. Initial accounts covering the period from the Company's incorporation on 11 October 2019 to 29 February 2020 (the "Initial Accounts") were approved by the Directors on 7 May 2020 and sent to Companies House on 12 May 2020 and it is likely that they were received by Companies House in the ordinary course of business shortly after this date. However, Companies House has recorded the Initial Accounts as having been received on 21 October 2020, a significant amount of time after the Initial Accounts were sent and also, regrettably, after the payment of the First Interim Dividend.
While the Directors are confident that the Initial Accounts were received by Companies House prior to payment of the First Interim Dividend, it has not been possible to evidence this. The Company has also been advised that if the First Interim Dividend was not made in accordance with applicable law the Company may have claims against past and present shareholders who were recipients of the First Interim Dividend and against the directors of the Company. Accordingly, out of an abundance of caution and in order to ensure that the Company cannot make any such claims, and to put these parties (so far as possible) in the position in which they were always intended to be had the dividend been properly made, the Directors have concluded that the First Interim Dividend was not made in accordance with applicable law and the Company is convening a general meeting at which it will put forward the Resolution, as set out in this document. The full text of the Resolution is set out in the Notice of General Meeting in Part 5 of this document. However, you are advised to read this document in its entirety.
The Company's historic reported trading results and financial condition, the dividends declared in respect of Q3 2020, Q4 2020 and Q1 2021 and the Company's ability to pay future dividends are entirely unaffected.
The cost of the Transaction will be met by PraxisIFM Fund Services (UK) Limited, and will not be borne by the Company or its shareholders.
As noted above, the Board has identified a potential procedural issue in respect of the payment of the First Interim Dividend.
The Companies Act provides that where a public company wishes to pay a dividend before it has been required to produce annual accounts it is required to prepare and deliver to Companies House initial accounts to justify the payment of the dividend. The requirement for the initial accounts to have been delivered to Companies House applies even if the company in question has sufficient distributable profits and reserves at the relevant time.
The Company had sufficient distributable reserves to pay the First Interim Dividend, as shown by the Initial Accounts.
The Initial Accounts were approved by the Directors on 7 May 2020 and sent to Companies House on 12 May 2020 and it is likely that they were received by Companies House in the ordinary course of business, shortly after this date. However, Companies House has recorded the Initial Accounts as having been received on 21 October 2020, a significant amount of time after the Initial Accounts were sent and also, regrettably, after the payment of the First Interim Dividend.
While the Directors are confident that the Initial Accounts were received by Companies House prior to payment of the First Interim Dividend, it has not been possible to evidence this. The Company has also been advised that if the First Interim Dividend was not made in accordance with applicable law, the Company may have claims against past and present shareholders who were recipients of the First Interim Dividend and against the directors of the Company. Accordingly, out of an abundance of caution the Directors have concluded that the First Interim Dividend was not made in accordance with applicable law and the purpose of this document is to convene a General Meeting to propose the Resolution which will, if passed, give the Board authority to enter into the Shareholders' Deed of Release and the Directors' Deed of Release (as more particularly described in Part 2 of this document) and put all potentially affected parties so far as possible in the position in which they were always intended to be had the First Interim Dividend been made in accordance with the procedural requirements of the Companies Act.
The consequence of the entry into the Shareholders' Deed of Release and the Directors' Deed of Release by the Company is that the Company will be unable to make any claims against:
in each case in respect of the payment of the First Interim Dividend otherwise than in accordance with the Companies Act.
The entry by the Company into the Directors' Deed of Release constitutes a "smaller related party transaction" (as defined in the Listing Rules) as the Directors are considered related parties under the Listing Rules (being persons who are, or were within the last 12 months, directors of the Company) and each of them is a beneficiary of the deed. As required by the Articles, the Resolution will also seek the specific approval of the Company's shareholders of the entry into the Directors' Deed of Release.
Further details and an explanation of the business of the General Meeting and the related party transaction are set out in Part 2 of this document.
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A Notice of General Meeting of the Company which will be held at Charter Place, 23/27 Seaton Place, St Helier, Jersey JE1 1JY on Friday, 4 June 2021 at 10.00 a.m. is set out on pages 15 to 17 of this document. You are advised to read the whole of this document, including the Notice of General Meeting, and not to rely solely on the information contained in this letter.
The well-being and safety of Shareholders and service providers is a primary concern for the Board and taking into account the prevailing regulations and guidance relating to the COVID-19 crisis, the Directors have determined that the General Meeting will be run as a combined physical and electronic meeting. Shareholders and their proxies will not be permitted to attend the meeting in person. Instead, Shareholders can participate in the General Meeting virtually via video conference, where they will be able to vote and ask questions.
To vote by proxy, Shareholders should follow the instructions set out in the section headed "Action to be Taken" below, the Notice of General Meeting and the Form of Proxy. Even if you attend the General Meeting via video conference, the Board strongly encourages Shareholders to appoint the Chair of the General Meeting as their proxy with their voting instructions. As Shareholders will currently be unable to attend the General Meeting in person, the Resolution will be decided on a poll to be called by the Chair of the General Meeting. This reflects current best practice and ensures that Shareholders who have appointed the Chair of the General Meeting as their proxy have their votes fully taken into account. The results of the poll will be announced via a Regulatory Information Service and placed on the Company's website as soon as practicable after the conclusion of the General Meeting.
Whilst Shareholders are welcome to attend the General Meeting by video conference, they are also invited to submit questions in advance by email to [email protected] by the close of business on 2 June 2021.
The situation relating to the COVID-19 pandemic is constantly evolving and changes to current restrictions in connection with the COVID-19 pandemic and/or further measures that affect the holding of Shareholder meetings may be made. Should any changes be required to be made to the arrangements for the General Meeting, they will be announced via a Regulatory Information Service and included on the Company's website, www.octopusrenewablesinfrastructure.com. Alternatively, Shareholders can contact the Registrar, Computershare Investor Services PLC, for updated information. The Board would like to thank all Shareholders for their co-operation and understanding during these challenging times.
The Resolution to be proposed at the General Meeting is a special resolution and, in order to be passed, will require the approval of Shareholders representing at least 75 per cent. of the votes cast at the General Meeting. As Shareholders cannot physically attend the General Meeting for the reasons set out above, the Resolution will be taken on a poll, which the Board feels is the fairest approach in the light of the restrictions on attendance at the General Meeting.
The Articles provide that (subject to certain exceptions) at the General Meeting each Shareholder present in person or by proxy or who (being a corporation) is present by a representative shall on a show of hands have one vote and on a poll shall have one vote for each Share of which he is the holder. The quorum for the General Meeting shall be two persons entitled to attend and to vote on the business to be transacted, each being a Shareholder so entitled or a proxy for a Shareholder so entitled or a duly authorised representative of a corporation which is a Shareholder so entitled. In the event that the General Meeting is adjourned because a quorum is not present by the time specified in the Articles or ceases to be present and the above-mentioned quorum is not present by the time specified in the Articles, at such adjourned General Meeting the quorum shall be one person entitled to attend and to vote on the business to be transacted, being a Shareholder so entitled or proxy for a Shareholder so entitled or duly authorised representative of a corporation which is a Shareholder so entitled.
As soon as practicable following the General Meeting, the results of the voting will be announced via a Regulatory Information Service and also placed on the Company's website, www.octopusrenewablesinfrastructure.com.
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Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting. Whilst Shareholders can attend the General Meeting virtually via video conference, they will not be permitted to attend in person. As such, Shareholders are encouraged to vote on the Resolution to be considered at the General Meeting by proxy. To vote by proxy, Shareholders should follow the instructions set out in this section headed "Action to be Taken", the Notice of General Meeting and the Form of Proxy. Shareholders can participate in the General Meeting electronically, should they wish to do so. This can be done by accessing the meeting website: https://web.lumiagm.com. This can be accessed online using most well-known internet browsers such as Internet Explorer (not compatible with versions 10 and below), Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. On accessing the meeting website, you will be asked to enter the Meeting ID: 100-090-275. You will then be prompted to enter your unique shareholder reference number (SRN) and PIN. These can be found printed on your Form of Proxy. Access to the General Meeting will be available from 9.45 a.m. on 4 June 2021; however, your ability to vote will not be enabled until the Chair formally declares the poll open.
In order for their vote to count, Shareholders should appoint the Chair of the General Meeting as their proxy. This is because, as described above, whilst Shareholders can attend the General Meeting virtually via video conference, they will not be permitted to attend in person meaning that any other person attempting to attend the General Meeting will be refused admission and will therefore be unable to vote. Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or, if submitting the proxy vote electronically, via the Registrar's online voting portal www.investorcentre.co.uk/eproxy as soon as possible and in any event so as to arrive by no later than 10.00 a.m. on Wednesday, 2 June 2021.
Alternatively, if you hold your Shares in uncertificated form (that is, in CREST), you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST participant ID 3RA50) by no later than 10.00 a.m. on Wednesday, 2 June 2021. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the Form of Proxy and the Notice of General Meeting.
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Given the interests of the Board in the Resolution, and as required by the Listing Rules, the Board cannot recommend that Shareholders vote in favour of the Resolution, but recommends that Shareholders vote on it. However, the Board notes that, in accordance with its obligations under the Listing Rules as a premium listed company proposing to enter into a smaller related party transaction, the Company has obtained written confirmation from Peel Hunt that the entry into the Directors' Deed of Release is fair and reasonable so far as the Shareholders are concerned.
As related parties under the Listing Rules, the Directors are precluded from voting on the Resolution. Therefore, each of them has undertaken to abstain, and to take all reasonable steps to ensure that their respective associates abstain, from voting on the Resolution. As at 10 May 2021 (being the latest practicable date before the publication of this document), Philip Austin, James Cameron and Audrey McNair held a total of 53,665, 31,221 and 32,028 Shares in the capital of the Company, respectively, representing approximately 0.015, 0.009 and 0.009 per cent. of the Company's existing ordinary share capital, respectively and Elaina Elzinga held no Shares.
As mentioned above, in accordance with current best practice and to ensure voting accurately reflects the views of Shareholders, it will be proposed at the General Meeting that voting on the Resolution will be conducted by poll vote rather than by a show of hands and the relevant procedures will be explained at the meeting.
If the Resolution is not passed, the Company may continue to have claims against the Directors and Recipient Shareholders.
The Board has taken steps to ensure that, in future, the issues referred to in this document do not arise in relation to the payment of dividends. We are grateful for Shareholders' understanding in respect of the issues set out in this document.
On behalf of the Board, thank you for your continued support of the Company.
Yours faithfully
Philip Austin Chair
Registered Office: 1st Floor, Senator House, 85 Queen Victoria Street, London EC4V 4AB
11 May 2021
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4.1 The approach that the Company is proposing involves the authorisation of the appropriation of the distributable profits of the Company to the payment of the First Interim Dividend. As a matter of common law, it is necessary for the appropriation of distributable profits to be approved by shareholders.
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The interests of the Directors in the Shares as at 10 May 2021 (being the latest practicable date before the date of this document) are as follows:
| Name | Number* of Shares |
Percentage of voting rights** |
|---|---|---|
| Philip Austin | 53,665 | 0.015 |
| James Cameron Elaina Elzinga |
31,221 – |
0.009 – |
| Audrey McNair | 32,028 | 0.009 |
* including Shares held by connected persons.
** based on number of Shares in issue of 350,000,000 as at 10 May 2021 (being the latest practicable date before the publication of this document).
Peel Hunt has given and has not withdrawn its written consent to the inclusion in this document of the references to its name in the form and context in which they are given.
In addition to this document, the following documents will be available for inspection on the Company's website at www.octopusrenewablesinfrastructure.com, and during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays), at the Company's registered office at 1st Floor, Senator House, 85 Queen Victoria Street, London EC4V 4AB, from the date of this document up to and including the date of the General Meeting:
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In this document the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:
| "Articles" | the articles of association of the Company, as amended from time to time |
|---|---|
| "Board" | the board of directors of the Company or any duly constituted committee thereof |
| "Companies Act" | the Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force |
| "Company" | Octopus Renewables Infrastructure Trust plc |
| "CREST Manual" | the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
| "CREST Proxy Instruction" | a proxy instruction message submitted through CREST in accordance with the CREST Manual |
| "CREST" | the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
| "Directors" | the directors of the Company, being Philip Austin, James Cameron, Elaina Elzinga and Audrey McNair |
| "Directors' Deed of Release" | a deed of release by which the Company waives any rights to make claims against the Directors in respect of the First Interim Dividend, substantially in the form set out on pages 20 to 22 of this document |
| "Euroclear" | Euroclear UK & Ireland Limited, being the operator of CREST |
| "Financial Conduct Authority" or "FCA" |
the Financial Conduct Authority or any successor authority |
| "First Interim Dividend" | has the meaning given to it in paragraph 1 of Part 1 of this document |
| "Form of Proxy" | the personalised form of proxy provided with this document for use by Shareholders in connection with the General Meeting |
| "FSMA" | the Financial Services and Markets Act 2000 (as amended) |
| "General Meeting" | the general meeting of the Company to be held at Charter Place, 23/27 Seaton Place, St Helier, Jersey JE1 1JY at 10.00 a.m. on Friday, 4 June 2021 or any adjournment thereof, notice of which is set out on pages 15 to 17 of this document |
| "HMRC" | Her Majesty's Revenue & Customs |
| "IFRS" | the International Financial Reporting Standards |
| "IPO" | initial public offering |
| "Listing Rules" | the listing rules made by the Financial Conduct Authority under section 73A of FSMA, as amended from time to time |
|---|---|
| "London Stock Exchange" | London Stock Exchange plc |
| "Notice of General Meeting" | the notice of the General Meeting as set out on pages 15 to 17 of this document |
| "Official List" | the official list maintained by the FCA pursuant to Part VI of FSMA |
| "Peel Hunt" | Peel Hunt LLP |
| "Recipient Shareholder" | a current or former shareholder of the Company who received the First Interim Dividend |
| "Registrar" | Computershare Investor Services PLC |
| "Regulatory Information Service" | a regulatory information service approved by the Financial Conduct Authority and on the list of Regulatory Information Services maintained by the same |
| "Resolution" | the resolution to be proposed at the General Meeting, the full text of which is set out in the Notice of General Meeting set out in Part 5 of this document |
| "Shareholder" | a holder of Shares and "Shareholders" shall be construed accordingly |
| "Shareholders' Deed of Release" | a deed of release in favour of all Recipient Shareholders from any and all claims which the Company has or may have in respect of the payment of the First Interim Dividend, substantially in the form set out on pages 18 to 19 of this document |
| "Shares" | ordinary shares of £0.01 each in the capital of the Company and "Share" shall be construed accordingly |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
(Incorporated in England and Wales with registered number 12257608 and registered as an investment company under section 833 of the Companies Act 2006)
Notice is hereby given that a general meeting of Octopus Renewables Infrastructure Trust plc (the "Company") will be held at Charter Place, 23/27 Seaton Place, St Helier, Jersey JE1 1JY at 10.00 a.m. on Friday, 4 June 2021 to consider and vote on the resolution below, which will be proposed as a special resolution (requiring a 75 per cent. majority). Voting on this resolution will be by way of a poll.
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Unless otherwise defined herein, capitalised terms used in this notice shall have the same meaning given to them in the circular to shareholders dated 11 May 2021 of which this notice forms part.
By order of the Board
Company Secretary
11 May 2021
Registered office: 1st Floor, Senator House, 85 Queen Victoria Street, London EC4V 4AB
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Terms defined in the circular to shareholders dated 11 May 2021, of which this notice forms part shall have the same meaning in these Notes, unless the context otherwise requires.
information required for such instructions, as described in the CREST manual (available via www.euroclear.com). The message, in order to be valid, must be transmitted so as to be received by the Company's agent ID, 3RA50 by the latest time for receipt of proxy appointments specified in note 1 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
This Deed Poll is made on [l] 2021
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BY Octopus Renewables Infrastructure Trust plc (registered number 12257608) whose registered office is at 1st Floor, Senator House, 85 Queen Victoria Street, London EC4V 4AB (the "Company") in favour of the Recipient Shareholders (as defined below).
This Deed Poll witnesses as follows:
The Company unconditionally and irrevocably waives and releases each of the Recipient Shareholders from any and all liability that any such Recipient Shareholder has or may have to the Company and all claims and demands the Company has or may have against each of them in connection with receipt by them of all or part of the First Interim Dividend.
This deed poll is governed by English law.
Any non-contractual obligations arising out of or in connection with this deed poll shall be governed by English law.
IN WITNESS of which this deed poll has been executed and has been delivered on the date which appears first on page 1.
| EXECUTED as a deed poll by Octopus Renewables Infrastructure Trust plc |
) ) |
|---|---|
| acting by, a director |
) ) Director |
| [acting by, a director/the Company Secretary] |
) ) Director/Company Secretary] |
| [OR] | |
| [in the presence of: | |
| Witness's Signature | |
| Name: | |
| Address: | |
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BY Octopus Renewables Infrastructure Trust plc (registered number 12257608) whose registered office is at 1st Floor, Senator House, 85 Queen Victoria Street, London EC4V 4AB (the "Company") in favour of the directors of the Company, whose names are set out in the schedule to this deed (the "Directors") (or the personal representatives and their successors in title (as appropriate) of his or her estate if such Director is deceased).
The Company unconditionally and irrevocably waives and releases each of the Directors or the personal representatives and their successors in title (as appropriate) of his or her estate if such Director is deceased from any and all liability that any of them 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 making of all or part of the First Interim Dividend.
This deed poll is governed by English law. Any non-contractual obligations arising out of or in connection with this deed poll shall be governed by English law.
IN WITNESS of which this deed poll has been executed and has been delivered on the date which appears first on page 1.
| EXECUTED as a deed poll by Octopus Renewables Infrastructure Trust plc |
) ) |
|---|---|
| acting by, a director |
) ) Director |
| [acting by, a director/the Company Secretary] |
) ) Director/Company Secretary] |
| [OR] | |
| [in the presence of: | |
| Witness's Signature | |
| Name: | |
| Address: | |
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Directors Philip Austin James Cameron Elaina Elzinga Audrey McNair
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