Oxford Instruments PLC

AGM Information • Sep 21, 2021

---

author: "HARVEY Sarah"
date: 2021-09-21 10:50:00+00:00
processor: python-docx+mammoth
status: success

---

Companies Act 2006

(the "Act")

Company Limited by Shares

Oxford Instruments plc (the "Company")

Company number: 00775598

At the annual general meeting of the members of the Company held at the offices of the Company at Tubney Woods, Abingdon, Oxfordshire OX13 5QX on 21 September 2021 at 11am, Resolutions 1 to 12 (inclusive) were passed as ordinary resolutions and Resolutions 13 to 16 (inclusive) were passed as special resolutions. The following resolutions were passed:

Resolution 1) To receive and adopt the annual accounts for the financial year ended 31 March 2021, together with the reports of the Directors and auditor thereon.

Resolution 2) To declare a final dividend on the ordinary shares of 12.9 pence per ordinary share in respect of the year ended 31 March 2021, payable on 15 October 2021 to ordinary shareholders on the register at the close of business on 10 September 2021.

Resolution 3) To re-elect Neil Carson as a Director of the Company.

Resolution 4) To re-elect Ian Barkshire as a Director of the Company.

Resolution 5) To re-elect Gavin Hill as a Director of the Company.

Resolution 6) To re-elect Richard Friend as a Director of the Company.

Resolution 7) To re-elect Mary Waldner as a Director of the Company.

Resolution 8) To re-elect Alison Wood as a Director of the Company.

Resolution 9) To re-appoint BDO LLP as auditor of the Company.

Resolution 10) To authorise the Directors to set the remuneration of the auditor.

Resolution 11) To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 March 2021 (other than the part containing the Directors’ Remuneration Policy), as set out in pages 97 to 100 and 109 to 119 respectively of the Report and Financial Statements 2021.

Resolution 12) That the Directors be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the “Act”), to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:

(a) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £960,650 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and

(b) comprising equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £1,921,301 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer by way of a rights issue in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever, these authorisations to expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 30 September 2022), (save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted, after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired).

Resolution 13) That, subject to the passing of Resolution 12 set out above, the Directors be given power pursuant to Sections 570 (1) and 573 of the Companies Act 2006 (the “Act”) to:

(a) allot equity securities (as defined in Section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by Resolution 12; and

(b) sell ordinary shares (as defined in Section 560(1) of the Act) held by the Company as treasury shares for cash, as if Section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

(i) in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under Resolution 12(b), by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and

(ii) in the case of the authorisation granted under Resolution 12(a) above (or in the case of any transfer of treasury shares), and otherwise than pursuant to paragraph (i) of this Resolution, up to an aggregate nominal amount of £144,097, and shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 30 September 2022), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

Resolution 14) That, subject to the passing of Resolutions 12 and 13 above, and in addition to the power given by that Resolution 13, the Directors be given power pursuant to sections 570 (1) and 573 of the Companies Act 2006 (the “Act”) to:

(a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by paragraph (a) of that Resolution 12; and

(b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be:

(i) limited to the allotment of equity securities for cash and the sale of treasury shares, up to an aggregate nominal amount of £144,097; and

(ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors have determined to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre‑Emption Group prior to the date of this notice, or for any other purposes as the Company at a general meeting may at any time by special resolution determine,

and shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 30 September 2022), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

Resolution 15) That the Company is generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 (the “Act”) to make market purchases (within the meaning of Section 693(4) of the Act) of any of its ordinary shares of 5p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

(a) the maximum number of ordinary shares which may be purchased is 5,763,905, representing approximately 10% of the issued ordinary share capital as 13 July 2021;

(b) the minimum price that may be paid for each ordinary share is 5p which amount shall be exclusive of expenses, if any;

(c) the maximum price (exclusive of expenses) that may be paid for each ordinary share is an amount equal to the higher of:

(i) 105% of the average of the middle market quotations for the ordinary shares of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased; and

(ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;

(d) unless previously renewed, revoked or varied by the Company at a general meeting, this authority shall expire at the conclusion of the Annual General Meeting in 2022 (or, if earlier, on 30 September 2022); and

(e) the Company may, before this authority expires, make a contract to purchase ordinary shares that would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.

Resolution 16) That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days’ notice.

Sarah Harvey

Company Secretary

21 September 2021