AGM Information • Apr 29, 2022
AGM 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) 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.
If you have sold or otherwise transferred all of your Ordinary Shares in BlackRock Energy and Resources Income Trust plc, please pass this document (but not the accompanying personalised Form of Proxy) as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for, or buy any shares.
(Incorporated in England and Wales with registered number 05612963 and registered as an investment company under section 833 of the Companies Act 2006)
and
This document should be read as a whole. Nevertheless, your attention is drawn to the Letter from the Chairman on pages 5 to 8, which contains a recommendation from the Board that you vote in favour of the Resolutions to be proposed at the General Meeting.
Notice of the General Meeting to be held at 12 Throgmorton Avenue, London EC2N 2DL at 3.00 p.m. on 26 May 2022 is set out at the end of this document.
The Proposals described in this document are conditional upon Shareholder approval of the Resolutions to be proposed at the General Meeting. As explained more fully in paragraph 5 (General Meeting) in the Letter from the Chairman set out in this document, at present the UK Government restrictions on public gatherings are no longer in force in connection with COVID-19 and at the time of publication of this document it is intended that the General Meeting will be held in the normal way with physical attendance by Shareholders. However, Shareholders should be aware that it is possible that such restrictions could be re-imposed prior to the date of the General Meeting. In such event, these restrictions could mean that the General Meeting is required to be held as a closed meeting with physical attendance limited to only a small number of attendees comprising the required quorum for the meeting and those persons whose attendance is necessary for the conduct of the meeting, and that any other persons will be refused entry. Accordingly, all Shareholders are recommended to vote by proxy in advance of the General Meeting and to appoint the Chairman of the meeting as their proxy. This will ensure that Shareholders' votes will be counted even if they (or any appointed proxy) are not able to attend. All votes will be taken by poll so that all proxy votes are counted.
The Company may impose entry restrictions on persons wishing to attend the General Meeting (including, if required, refusing entry) in order to secure the orderly conduct of the General Meeting and the safety of the attendees. The General Meeting is being held at the offices of BlackRock Investment Management (UK) Limited (the "Investment Manager"). The current requirements of the Investment Manager are that all Shareholders intending to attend should either be fully vaccinated or obtain a negative COVID-19 test result before entering the venue. Negative test results must be obtained no earlier than one day before entering the venue and fully vaccinated Shareholders are also strongly encouraged to get tested. Shareholders are also requested not to attend the General Meeting if they have tested positive for COVID-19 in the 10 days prior to the General Meeting, are experiencing new or worsening COVID-19 related symptoms, have been in close contact with anyone who is experiencing symptoms or has contracted COVID-19 during the 14 days prior to the General Meeting, or are required to self-isolate pursuant to any UK Government guidance.
Shareholders are directed to further information and instructions on voting by proxy set out in paragraph 5 (General Meeting) and paragraph 6 (Action to be taken) in the Letter from the Chairman set out in this document, the Notice of General Meeting and the Form of Proxy.
Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the General Meeting. 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, by post to The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by hand (during normal business hours only) to The Pavilions, Bridgwater Road, Bristol BS13 8AE or a proxy can be appointed online at www.eproxyappointment.com or in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of General Meeting and the CREST Manual on the Euroclear website (www.euroclear. com). Appointment of a proxy via any of these methods should be made as soon as possible and in any event so as to arrive by no later than 3.00 p.m. on 24 May 2022.
Completion and return of a Form of Proxy will not preclude Shareholders from attending, speaking and voting at the General Meeting should they choose to do so, however for the reasons set out above, Shareholders may be restricted from attending the meeting in person where COVID-19 restrictions are re-imposed (for further information, please see paragraph 5 (General Meeting) of the Letter from the Chairman set out in this document).
| Expected Timetable 4 | |
|---|---|
| Letter from the Chairman 5 | |
| Definitions 9 | |
| Notice of General Meeting 11 |
Date of this document 29 April 2022
Latest time and date for receipt of Forms of Proxy, appointment of proxies online or transmission of CREST Proxy Instructions for the General Meeting 3.00 p.m. on 24 May 2022
General Meeting 3.00 p.m. on 26 May 2022
All references to times in this document are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company through a Regulatory Information Service announcement.
(Incorporated in England and Wales with registered number 05612963 and registered as an investment company under section 833 of the Companies Act 2006)
Directors: Adrian Brown (Chairman) Dr. Carol Bell Carole Ferguson Andrew Robson
Registered Office: 12 Throgmorton Avenue London EC2N 2DL
29 April 2022
Dear Shareholder
Proposals to: (i) renew and increase the Board's authority to issue further Ordinary Shares on a non-pre-emptive basis; and (ii) grant the Board authority to issue Ordinary Shares in connection with the Placing Programme
The purpose of this document is to set out details of the proposals to facilitate the issuance of further Ordinary Shares to meet market demand and to convene the General Meeting. Notice of the General Meeting to be held at 3.00 p.m. on Thursday, 26 May 2022 is set out at the end of this document.
Since mid-January 2022 (and up to close of business on 27 April 2022) the Ordinary Shares have traded at an average premium to NAV per Ordinary Share of 1.45 per cent., reflecting ongoing demand for the Ordinary Shares from investors, and during this time the Company has allotted, or sold from treasury, 12,222,034 Ordinary Shares to meet this demand. Share issuances have been made at prices per Ordinary Share that were at a premium to the last published NAV per Ordinary Share at the time of the relevant issue, thereby protecting existing Shareholders from any economic dilution.
At the Company's annual general meeting held on 15 March 2022 (the "2022 AGM"), the Directors were granted authority to allot Ordinary Shares and/or sell Ordinary Shares held in treasury on a non-pre-emptive basis (i.e. without first offering them pro rata to all Shareholders) up to an aggregate nominal value of £118,593.36 (representing 11,859,336 Ordinary Shares), being equivalent to 10 per cent. of Ordinary Share capital (the "2022 AGM Authority").
Since the 2022 AGM, and as at 27 April 2022 (being the latest practicable date prior to the publication of this document), the Company has allotted 3,675,000 Ordinary Shares pursuant to this authority. If the demand for Ordinary Shares were to continue at the level seen in the first quarter of 2022, the Board believes that the authority to allot and/or sell from treasury Ordinary Shares on a non-pre-emptive basis granted at the 2022 AGM may be exhausted in the coming months.
The Board believes that there are strong growth opportunities in the Company's investment universe. In addition, the Board believes that it is in the best interests of Shareholders that the Company continues to be able to allot new Ordinary Shares for the following reasons:
• it may make the Ordinary Shares more accessible to a wider range of investors which may lead to increased liquidity in the Ordinary Shares in the secondary market.
The Board therefore wishes to put forward proposals to Shareholders that will enable the Company to continue issuing Ordinary Shares to meet on-going demand (the "Proposals"). The Proposals comprise renewing the Board's general authority to allot and/or sell from treasury Ordinary Shares on a non-pre-emptive basis, up to an additional 10 per cent. of the Company's issued share capital (the "Additional Authority"), together with seeking authority to allot on a non-pre-emptive basis up to 65 million Ordinary Shares in relation to a placing programme (the "Placing Programme Authority") which, if approved, would also require the publication of a prospectus in due course (the "Placing Programme").
In light of the continuing demand for the Ordinary Shares and having regard to the benefits set out above in this paragraph 2, the Board is seeking further authority from its Shareholders to allot and/or sell from treasury on a non-pre-emptive basis (i.e. without first offering them pro rata to all Shareholders) up to 12,844,039 Ordinary Shares (being equivalent to approximately 10 per cent. of the Company's issued share capital as at the Latest Practicable Date). The Additional Authority is being sought in addition to the 2022 AGM Authority. The Additional Authority will allow the Company to continue to allot Ordinary Shares.
The Prospectus Regulation Rules provide that the Company must publish a prospectus if it wishes to issue shares representing 20 per cent. or more of its issued share capital in any 12 month period. The Board believes that, if the rate of issuance of Ordinary Shares experienced to date in 2022 were to continue, the 20 per cent. threshold set by the Prospectus Regulation Rules may become relevant to the Company in the coming months. In that event, the Company will only be able to continue to issue Ordinary Shares to manage the premium to NAV per Ordinary Share at which the Ordinary Shares trade if a prospectus were to be published.
The prospectus, if published, would be in force for a period of 12 months and therefore the number of Ordinary Shares to be available for issue under the proposed Placing Programme Authority is being set at a level which the Board expects will be sufficient for the duration of this period. Accordingly, the Board is seeking Shareholder approval at the General Meeting, in addition to the Additional Authority, to allot and issue up to 65 million Ordinary Shares under the Placing Programme Authority on a non-pre-emptive basis.
The issuance of new Ordinary Shares pursuant to the Placing Programme Authority will be conditional upon the approval of Resolutions 2 and 4 to be put forward at the General Meeting and the publication of a prospectus. Subject to Resolutions 2 and 4 being approved, the Directors will, if necessary to enable the Company to continue to issue Ordinary Shares, proceed with the preparation and publication of such prospectus on a timely basis taking into consideration perceived market conditions.
If the Proposals are approved by Shareholders, the Board will only use the authorities granted to allot and/or sell from treasury Ordinary Shares: (i) at a premium to the prevailing NAV per Ordinary Share; (ii) to meet demand from investors; and (iii) when the Board believes that it is in the best interests of the Company and its Shareholders to do so. As Ordinary Shares will only be allotted and/or sold from treasury under the Proposals at a premium to the prevailing NAV per Ordinary Share at the time of allotment or sale, the value of the underlying assets attributable to each Ordinary Share will not be diluted as a result of the Proposals.
The net proceeds of any Ordinary Shares allotted and/or sold out of treasury pursuant to the authorities conferred by the Resolutions will be invested in accordance with the Company's published investment objective and investment policy.
The issue and/or sale out of treasury of Ordinary Shares pursuant to the authorities conferred by the Resolutions will dilute the voting control of existing Shareholders. Assuming that the balance of 8,184,335 Ordinary Shares (as at the Latest Practicable Date) remaining under the existing 2022 AGM authority are issued prior to the General Meeting, the authorities conferred by the Resolutions are used in full and the new Ordinary Shares are not issued to existing Shareholders, this will result in an aggregate dilution of approximately 40.1 per cent. in existing Shareholders' voting control of the Company (based on the Company's issued share capital as at 27 April 2022).
As at the date of this document the Company does not hold any Ordinary Shares in treasury.
The Proposals require the approval of Shareholders at the General Meeting. The General Meeting will be held at 12 Throgmorton Avenue, London EC2N 2DL at 3.00 p.m. on 26 May 2022. The Notice of General Meeting is set out at the end of this document.
At present the UK Government restrictions on public gatherings are no longer in force in connection with COVID-19 and at the time of publication of this document it is intended that the General Meeting will be held in the normal way with physical attendance by Shareholders. However, Shareholders should be aware that it is possible that such restrictions could be re-imposed prior to the date of the General Meeting. In such event, these restrictions could mean that the General Meeting is required to be held as a closed meeting with physical attendance limited to only a small number of attendees comprising the required quorum for the meeting and those persons whose attendance is necessary for the conduct of the meeting, and that any other persons will be refused entry. Accordingly, all Shareholders are recommended to vote by proxy in advance of the General Meeting and to appoint the Chairman of the meeting as their proxy. This will ensure that Shareholders' votes will be counted even if they (or any appointed proxy) are not able to attend. All votes will be taken by poll so that all proxy votes are counted.
The Company may impose entry restrictions on persons wishing to attend the General Meeting (including, if required, refusing entry) in order to secure the orderly conduct of the General Meeting and the safety of the attendees. The General Meeting is being held at the offices of the Investment Manager. The current requirements of the Investment Manager are that all Shareholders intending to attend should either be fully vaccinated or obtain a negative COVID-19 test result before entering the venue. Negative test results must be obtained no earlier than one day before entering the venue and fully vaccinated Shareholders are also strongly encouraged to get tested. Shareholders are also requested not to attend the General Meeting if they have tested positive for COVID-19 in the 10 days prior to the General Meeting, are experiencing new or worsening COVID-19 related symptoms, have been in close contact with anyone who is experiencing symptoms or has contracted COVID-19 during the 14 days prior to the General Meeting, or are required to self-isolate pursuant to any UK Government guidance.
Resolution 1 and 2 will be proposed at the General Meeting as ordinary resolutions and, in order to be passed, will require the approval of Shareholders representing more than 50 per cent. of the votes cast at the General Meeting. Resolutions 3 and 4 will be proposed at the General Meeting as special resolutions 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.
Resolutions 1 and 3 will, if passed, enable the Directors to allot and/or sell from treasury Ordinary Shares, in addition to any existing authority, for cash (without first offering such Ordinary Shares to existing shareholders pro rata to their existing shareholdings) up to an aggregate nominal amount of £128,440.39 (being 12,844,039 Ordinary Shares), which equates to approximately 10 per cent. of the total Ordinary Share capital of the Company in issue as at the Latest Practicable Date.
Resolutions 2 and 4 will, if passed, enable the Directors to allot and/or sell from treasury further Ordinary Shares in addition to any existing authority, for cash (without first offering such Ordinary Shares to existing shareholders pro rata to their existing shareholdings) up to an aggregate
nominal amount of £650,000 (being 65 million Ordinary Shares) which equates to a further 50.6 per cent. of the total Ordinary Share capital of the Company as at the Latest Practicable Date.
The Board has resolved that the votes at the General Meeting will be conducted on a poll, not on a show of hands, which the Board feels is the fairest approach in the light of any potential restrictions that may apply to attendance at the General Meeting. In accordance with the Articles, all Shareholders entitled to attend and vote by proxy at the General Meeting shall upon a poll have one vote in respect of every Ordinary Share held. The Board asks all Shareholders to vote in advance of the General Meeting by submitting their proxy by 3.00 p.m. on Tuesday, 24 May 2022. This will ensure that your votes are registered.
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 at www.blackrock. com/uk/beri.
Shareholders will find enclosed with this document a personalised Form of Proxy for use at the General Meeting. To vote by proxy, Shareholders should follow the instructions set out in this paragraph 6 (Action to be taken) and the notes to the Notice of General Meeting set out at the end of this document and on the Form of Proxy. All Shareholders are recommended to vote by proxy in advance of the General Meeting and to appoint the Chairman of the meeting as their proxy. This will ensure that Shareholders' votes will be counted even if they (or any appointed proxy) are not able to attend. All votes will be taken by poll so that all proxy votes are counted.
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, by post to The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by hand (during normal business hours only) to The Pavilions, Bridgwater Road, Bristol BS13 8AE or a proxy can be appointed online at www.eproxyappointment.com or in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of General Meeting and the CREST Manual on the Euroclear website (www.euroclear.com). Appointment of a proxy via any of these methods should be made as soon as possible and in any event so as to arrive by no later than 3.00 p.m. on 24 May 2022.
The Board considers that the Proposals are in the best interests of the Company and its Shareholders taken as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
The Directors intend to vote in favour of the Resolutions to be proposed at the General Meeting in respect of their own beneficial holdings of Ordinary Shares currently amounting to 93,000 Ordinary Shares in aggregate (representing approximately 0.07 per cent. of the issued Ordinary Share capital of the Company as at the Latest Practicable Date).
Yours faithfully
Adrian Brown Chairman
In this document the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:
| "2022 AGM" | the annual general meeting of the Company held on 15 March 2022 |
|---|---|
| "Additional Authority" | has the meaning given to it in paragraph 2 of the Letter from the Chairman |
| "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 |
| "Company" | BlackRock Energy and Resources Income Trust plc |
| "CREST" | the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
| "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 Sponsor" | means a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the Uncertificated Securities Regulations 2001) |
| "Directors" | the directors of the Company |
| "Disclosure Guidance and Transparency Rules" |
the disclosure guidance and transparency rules made by the FCA under section 73A of FSMA |
| "Euroclear" | Euroclear UK & International Limited, being the operator of CREST |
| "Financial Conduct Authority" or "FCA" |
the Financial Conduct Authority |
| "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 consider the Proposals, convened for 3.00 p.m. on 26 May 2022 or any adjournment thereof, notice of which is set out at the end of this document |
| "Latest Practicable Date" | 27 April 2022, being the latest practicable date prior to the publication of this document |
| "NAV" | the value of the assets of the Company less its liabilities determined in accordance with the accounting principles adopted by the Company from time to time |
| "NAV per Ordinary Share" | the NAV divided by the number of Ordinary Shares in issue (excluding any Ordinary Shares in treasury) |
|---|---|
| "Notice of General Meeting" | the notice of the General Meeting as set out at the end of this document |
| "Ordinary Shares" | ordinary shares of one penny each in the capital of the Company and "Ordinary Share" shall be construed accordingly |
| "Placing Programme" | has the meaning given to it in paragraph 2 of the Letter from the Chairman |
| "Placing Programme Authority" | has the meaning given to it in paragraph 2 of the Letter from the Chairman |
| "Proposals" | has the meaning given to it in paragraph 2 of the Letter from the Chairman |
| "Prospectus Regulation Rules" | the Prospectus Regulation Rules made by the FCA under section 73A of FSMA |
| "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 |
| "Resolutions" | the ordinary and special resolutions which will be proposed at the General Meeting and details of which are contained in the Notice of General Meeting |
| "Shareholder" | a holder of Ordinary Shares and "Shareholders" 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 05612963 and registered as an investment company under section 833 of the Companies Act 2006)
Notice is hereby given that a general meeting of BlackRock Energy and Resources Income Trust plc (the "Company") will be held at 12 Throgmorton Avenue, London EC2N 2DL] at 3.00 p.m. on 26 May 2022 to consider and, if thought fit, approve resolutions 1 and 2 set out below, which will be proposed as ordinary resolutions, and resolutions 3 and 4 set out below, which will be proposed as special resolutions:
securities in pursuance of such offers or agreements as if the power conferred hereby had not expired;
BlackRock Investment Management (UK) Limited Company Secretary
Registered Office: 12 Throgmorton Avenue London EC2N 2DL
Date: 29 April 2022
As explained more in paragraph 5 (General Meeting) contained within the Letter from the Chairman on page 7 of this document, at present the UK Government restrictions on public gatherings are no longer in force in connection with COVID-19 and at the time of publication of this document it is intended that the General Meeting will be held in the normal way with physical attendance by Shareholders. However, Shareholders should be aware that it is possible that such restrictions could be re-imposed prior to the date of the General Meeting. In such event, these restrictions could mean that the General Meeting is required to be held as a closed meeting with physical attendance limited to only a small number of attendees comprising the required quorum for the meeting and those persons whose attendance is necessary for the conduct of the meeting, and that any other persons will be refused entry. Accordingly, all Shareholders are recommended to vote by proxy in advance of the General Meeting and to appoint the Chairman of the meeting as their proxy. This will ensure that Shareholders' votes will be counted even if they (or any appointed proxy) are not able to attend. All votes will be taken by poll so that all proxy votes are counted.
The Company may impose entry restrictions on persons wishing to attend the General Meeting (including, if required, refusing entry) in order to secure the orderly conduct of the General Meeting and the safety of the attendees. The General Meeting is being held at the offices of the Investment Manager. The current requirements of the Investment Manager are that all Shareholders intending to attend should either be fully vaccinated or obtain a negative COVID-19 test result before entering the venue. Negative test results must be obtained no earlier than one day before entering the venue and fully vaccinated Shareholders are also strongly encouraged to get tested. Shareholders are also requested not to attend the General Meeting if they have tested positive for COVID-19 in the 10 days prior to the General Meeting, are experiencing new or worsening COVID-19 related symptoms, have been in close contact with anyone who is experiencing symptoms or has contracted COVID-19 during the 14 days prior to the General Meeting, or are required to self-isolate pursuant to any UK Government guidance.
Shareholders are directed to further information and instructions on voting by proxy set out in paragraph 5 (General Meeting) and paragraph 6 (Action to be taken) contained within the Letter from the Chairman on pages 7 and 8 of this document, these Notes and the Form of Proxy.
4 Completion and return of the Form of Proxy will not prevent a member from attending the meeting and voting in person.
5 Any person receiving a copy of this Notice of General Meeting as a person nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person") should note that the provisions in Notes 1 and 2 above concerning the appointment of a proxy or proxies to attend the meeting in place of a member, do not apply to a Nominated Person as only Shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such agreement to give instructions to the member as to the exercise of voting rights at the meeting.
11 If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes subject of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interest in the Company's securities already held by the Chairman, result in the Chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure Guidance and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3 per cent. or more of the voting rights in the Company, who grants the Chairman a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and the Financial Conduct Authority.
12 Any question relevant to the business of the meeting may be asked at the meeting by anyone permitted to speak at the meeting. A Shareholder may alternatively submit a question in advance by a letter addressed to the Company Secretary at the Company's registered office. Under Section 319A of the Companies Act 2006, the Company must answer any question a Shareholder asks relating to the business being dealt with at the meeting, unless (i) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
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