AGM Information • Jul 13, 2022
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Download Source Fileauthor: Devina Murphy
date: 2022-07-13 13:48:00+00:00
Company Number: 39117
Resolution of Esken Limited
(Company)
At the annual general meeting of the Company, duly convened and held on 13 July 2022, the following ordinary resolution was duly passed:
ORDINARY RESOLUTION
Ordinary Resolution 11
To consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution:
“THAT, for the purposes of article 4.4 of the Articles of Incorporation, the Directors of the Company be and they are hereby generally and unconditionally authorised to exercise all or any of the powers of the Company to issue Ordinary Shares in the Company or to grant rights to subscribe for, or to convert any security into, Ordinary Shares in the Company:
up to an aggregate nominal amount of £34,177,891.30 to such persons at such times;
up to an aggregate nominal amount of £68,355,782.60 (including within such limit any Ordinary Shares granted under paragraph (a) above) in connection with an offer by way of a rights issue to:
the holders of Ordinary Shares in proportion as nearly as practicable to their respective holdings of such shares; and
the holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors may otherwise consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, and generally on such terms and conditions as the Directors may determine (subject always to the Articles of Incorporation), 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 of the Company or at close of business on 12 October 2023 (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 Ordinary Shares to be issued, or rights to subscribe for or to convert any security into Ordinary Shares to be granted, after the expiry of such period and the Directors of the Company may issue Ordinary Shares and grant rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.”
By Order of the Board
Executive Chairman
For and on behalf of Esken Limited
Date: 13 July 2022
Company Number: 39117
Resolution of Esken Limited
(Company)
At the annual general meeting of the Company, duly convened and held on 13 July 2022, the following ordinary resolution was duly passed:
SPECIAL RESOLUTION
Special Resolution 12
To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:
“THAT, subject to the passing of Resolution 11, the Directors of the Company be and are hereby generally and unconditionally authorised to issue equity securities (as defined in the Articles of Incorporation) for cash, under the authority given by Resolution 11, and/or to sell Ordinary Shares held by the Company as treasury shares for cash, as if article 5.2 of the Articles of Incorporation did not apply to any such issue or sale, provided that this power shall be limited to:
the issue of equity securities in connection with a rights issue or any other pre-emptive offer to:
the holders of Ordinary Shares in proportion as nearly as practicable to their respective holdings of such shares; and
the holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors may otherwise consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
the issue of equity securities or sale of treasury shares otherwise than pursuant to paragraph (a) above up to an aggregate nominal amount of £5,126,683.70,
and such power shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next annual general meeting of the Company or at close of business on 12 October 2023 (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 equity securities to be issued and treasury shares to be sold after the expiry of such period and the Directors of the Company may issue equity securities and sell treasury shares in pursuance of such offer or agreement as if such power had not expired.”
By Order of the Board
Executive Chairman
For and on behalf of Esken Limited
Date: 13 July 2022
Company Number: 39117
Resolution of Esken Limited
(Company)
At the annual general meeting of the Company, duly convened and held on 13 July 2022, the following ordinary resolution was duly passed:
SPECIAL RESOLUTION
Special Resolution 13
To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:
“THAT, subject to the passing of Resolutions 11 and 12, the Directors of the Company be and are hereby generally and unconditionally authorised to issue equity securities (as defined in the Articles of Incorporation) for cash, under the authority given by Resolution 11, and/or to sell Ordinary Shares held by the Company as treasury shares for cash, as if article 5.2 of the Articles of Incorporation did not apply to any such issue or sale, provided that:
this power shall be limited to the issue of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £5,126,683.70; and
the issue of equity securities or sale of treasury shares for cash is for the purposes of financing (or refinancing, if the power is used within six months of the original transaction) a transaction which the Directors of the Company determine to be an acquisition of 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,
and such power shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next annual general meeting of the Company or at close of business on 12 October 2023 (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 equity securities to be issued and treasury shares to be sold after the expiry of such period and the Directors of the Company may issue equity securities and sell treasury shares in pursuance of such offer or agreement as if such power had not expired.”
By Order of the Board
Executive Chairman
For and on behalf of Esken Limited
Date: 13 July 2022
Company Number: 39117
Resolution of Esken Limited
(Company)
At the annual general meeting of the Company, duly convened and held on 13 July 2022, the following ordinary resolution was duly passed:
SPECIAL RESOLUTION
Special Resolution 14
To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:
“THAT in accordance with the Companies (Guernsey) Law, 2008 as amended, and in substitution for all existing authorities, the Company be, and hereby is generally, and unconditionally authorised to make one or more market acquisitions as defined in section 316 of the Companies (Guernsey) Law, 2008 of its Ordinary Shares on such terms and in such manner as the Directors may determine, provided that:
the maximum aggregate number of Ordinary Shares hereby authorised to be acquired does not exceed 102,533,674 Ordinary Shares;
the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be 10 pence;
the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of: (i) 5 per cent above the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of London Stock Exchange plc for the five business days immediately before the purchase is made; and (ii) the higher of the price of the last independent trade of an Ordinary Share, and the highest independent bid as derived from the London Stock Exchange Trading System at the time of the purchase for the Ordinary Shares;
the authority conferred shall expire at the conclusion of the next annual general meeting of the Company or at close of business on 12 October 2023 (if earlier);
notwithstanding paragraph (d) above, the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed wholly or partly after the expiration of such authority, and may make a purchase of Ordinary Shares pursuant to any such contract; and
any Ordinary Shares bought back may be held as treasury shares in accordance with the Companies (Guernsey) Law, 2008 or be subsequently cancelled by the Company.”
By Order of the Board
Executive Chairman
For and on behalf of Esken Limited
Date: 13 July 2022
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