THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (the FSMA) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your existing ordinary shares in HeiQ plc please send this document, together with the accompanying form of proxy (the Proxy Form), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, these documents should not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you have sold or otherwise transferred only part of your holdings of ordinary shares in HeiQ plc, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected.
HEIQ PLC
(incorporated and registered in England and Wales under the Companies Act 2006 under number 09040064)
NOTICE OF ANNUAL GENERAL MEETING
to be held at the offices of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS
at 10 a.m. London time on 29 June 2023
The Notice of the Annual General Meeting and accompanying notes is set out on pages 4 to 10 of this document.
A Proxy Form for use at the Annual General Meeting is enclosed. To be valid, the Proxy Form should be completed, signed and returned in accordance with the instructions printed thereon and Appendix 1 of this Notice of Annual General Meeting. Proxy Forms must be received by Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom; as soon as possible but in any event must arrive not later than 48 hours before the time fixed for the start of the Meeting.
LETTER FROM THE CHAIRWOMAN
5th Floor 15 Whitehall London SW1A 2DD
6 June 2023
Dear Shareholder
HeiQ PLC (the Company or HeiQ) – Annual General Meeting
HeiQ's 2023 Annual General Meeting will be held at 10 a.m. (London time) on 29 June 2023 at the offices of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS. The Notice of Meeting and accompanying notes are set out on pages 4 to 8 of this document.
As announced on 27 April 2023, the Company has been delayed in the preparation of its annual results to 31 December 2022, principally as a result of the acquisition and implementation of new systems as well as changes to processes within the organisation. This has impacted the timing of the audit work, in this first year for the Company's new auditor, Deloitte.
As at the date of this document, whilst the audit work is ongoing, the Company expects to be in a position to publish the accounts , as soon as practicable. The accounts have not been finalised in time to allow the Company to send them to shareholders with the notice of Annual General Meeting which, pursuant the Companies Act 2006, must be held by no later than 30 June 2023. Therefore, once the accounts for the year ended 31 December 2022 are finalised, the Company will be holding a separate general meeting at which the accounts will be put before shareholders for approval, and other accounts-related resolutions will also be proposed. The Company will make a further announcement in this regard in due course.
Explanation of the AGM Resolutions
The following paragraphs explain the resolutions (Resolutions) to be proposed at the Meeting.
- 1 Resolution 1: Reappointment of the Auditors The Company is required to appoint auditors at each general meeting at which accounts are presented, to hold office until the conclusion of the next such meeting. The Company appointed Deloitte LLP as auditor in November 2022. This Resolution proposes the reappointment of Deloitte LLP as auditors of the Company.
- 2 Resolution 2: Authority to agree the Auditors' remuneration This Resolution authorises the Directors to approve the terms of engagement and set the remuneration
of the Company's auditors.
3 Resolutions 3 and 4: Renewal of the Directors' authority to allot shares and to disapply pre-Emption rights
- 3.1 The Board currently has in place the following authorities, each granted by Shareholders at the Company's General Meeting held on 29 June 2022 and which expire on the date of the AGM:
- 3.1.1 authority under section 551 of the Companies Act 2006 to allot relevant securities up to the amount representing one-third of the Company's issued share capital, with a further one-third in relation to rights issues (the Allotment Authority); and
- 3.1.2 authority under section 571 of the Companies Act 2006 to allot shares for cash in certain circumstances otherwise than pro rata to all shareholders up to the amount representing 10 per cent. of the Company's issued share capital (the Pre-emption Authority).
- 3.2 The Board is proposing to ask Shareholders to renew these authorities.
- 3.3 The Allotment Authority and Pre-emption Authority will expire on the date of the Company's annual general meeting held in 2024, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
4 Resolution 5: Authority for the Company to purchase its own shares
- 4.1 Under the Companies Act 2006, the Company requires authorisation if it is to purchase its own shares. The Directors are seeking authority for the Company to purchase its ordinary shares in order that the Company can undertake share buy-backs at any time when, in the opinion of the Directors, such action would be in the interests of shareholders.
- 4.2 Resolution 5, which is a special resolution, authorises the Company to purchase up to a maximum of 14,053,791 ordinary shares, representing approximately 10% of its issued ordinary share capital (excluding treasury shares) as at the close of business on 5 June 2023 (the latest practicable date prior to the publication of this letter), subject to the limitations in paragraphs 5.2 and 5.3 of the Resolution on the maximum and minimum prices that may be paid. The authority given by this Resolution will expire at the conclusion of the Company's annual general meeting held in 2024 unless renewed, varied or revoked at that or any earlier general meeting of shareholders.
5 Resolution 6: Notice period for General Meetings
- 5.1 Resolution 6 is a special resolution to allow the Company to hold general meetings, other than annual general meetings, on 14 days' notice.
- 5.2 Under the Companies Act 2006, the minimum notice period for general meetings of listed companies (as is the case for HeiQ) is 21 days. However, this period can be reduced to 14 days (other than for AGMs), provided that two conditions are met. The first condition is that the company offers facilities for shareholders to submit proxy appointments by electronic means. The second condition is that there is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 days to 14 days.
- 5.3 The Board is therefore proposing Resolution 8 as a special resolution to approve 14 days as the minimum period of notice for all general meetings of the Company, other than annual general meetings. The approval will be effective until the Company's next annual general meeting.
6 Resolution 7: Electronic Communications
- 6.1 Resolution 7, which is an ordinary resolution, seeks to allow the Company to take advantage of the electronic communications rules in the Companies Act 2006. These rules concern communications between companies, shareholders and others. The resolution, if passed, will allow the Company to use electronic communications with Shareholders as a default position by placing documents such as the annual financial report and accounts on its website rather than having to send them in hard copy. The Company will notify Shareholders, by post or email if they have provided an email address, that the document is available on the website.
- 6.2 Shareholders can, however, request a hard copy of any document at any time. Under the Companies Act 2006, the Company can write to Shareholders asking for their consent to receive communications via the Company's website, or by other electronic means. Such request may apply to all documents including but not limited to, the annual financial report and accounts, notices of general meetings, any document which the Company is required to send to Shareholders under the Listing Rules, or other rules the Company is subject to, and any documents sent pursuant to the Articles of Association. Any Shareholder who does not respond within 28 days of receiving such request will be deemed to have consented to use of the website and to receiving documents via electronic means.
6.3 If this resolution is passed, the new arrangements are expected to result in potential administrative, printing and postage cost savings for the Company, whilst preserving Shareholders' rights to receive hard copy documents, if they so wish.
7 DIRECTORS' RECOMMENDATIONS
The Board considers that the Resolutions will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend shareholders to vote in favour of Resolutions 1 to 9 as they intend to do in respect of their own beneficial shareholdings which, in aggregate, are 16,807,094 Ordinary Shares representing 11.96 per cent. of the Company's issued share capital.
8 PROXY FORM
Please refer to Appendix 1 for guidance notes on the completion and return of the Proxy Form.
Yours sincerely
Esther Dale-Kolb
Chairwoman
NOTICE
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL
MEETING of HeiQ PLC (registered in England with company number 09040064) will be held at 10 a.m. (London time) on 29 June 2023 at the offices of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS to consider and, if thought fit, to pass resolutions 1 to 3 and 7 as Ordinary Resolutions and Resolutions 4 to 6 as Special Resolutions:
ORDINARY RESOLUTIONS
RESOLUTION 1 – AUDITORS
1 To reappoint Deloitte LLP as the Company's auditors until the conclusion of the next Annual General Meeting of the Company.
RESOLUTION 2 – AUDITORS' REMUNERATION
2 To authorise the Directors to agree the auditors' remuneration.
RESOLUTION 3 – AUTHORITY TO ALLOT SHARES
- 3 That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (Rights):
- 3.1 up to an aggregate nominal amount of £14,053,790.70; and
- 3.2 up to a further aggregate nominal amount of £14,053,790.70 provided that: (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006); and (ii) they are offered by way of a rights issue to holders (shareholders) of ordinary shares of £0.30 each in the capital of the Company (ordinary shares) on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or any other matter,
provided that this authority shall expire on the date of the next Annual General Meeting of the Company after the passing of this Resolution or, if earlier, on 31 August 2024 save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.
SPECIAL RESOLUTIONS
RESOLUTION 4 – AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS
- 4 That the Directors be and they are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 5 above and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment, provided that this power shall be limited to:
- 4.1 the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph 5.2 of Resolution 3 above by way of rights issue only) in favour of the holders (shareholders) of ordinary shares of 30p each in the capital of the Company (ordinary shares) on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
- 4.2 the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph 4.1 of this Resolution) to any person or persons up to an aggregate nominal amount of £4,216,137.21, and shall expire upon the expiry of the general authority conferred by Resolution 3 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted or treasury shares sold after such expiry and the Directors shall be entitled to allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power conferred hereby had not expired.
RESOLUTION 5 – AUTHORITY TO PURCHASE OWN SHARES
- 5 That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of that Act) of ordinary shares of 30p each in the capital of the Company (ordinary shares) provided that:
- 5.1 the maximum number of ordinary shares that may be purchased is 14,053,791 representing approximately 10% of the issued ordinary share capital of the Company as at 5 June 2023 (the latest practicable date prior to the publication of this letter);
- 5.2 the minimum price that may be paid for an ordinary share is 30p;
- 5.3 the maximum price that may be paid for an ordinary share is the higher of (i) an amount equal to 105% of the average of the middle-market prices shown in the quotation for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 5 will be carried out; and
- 5.4 this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution unless previously renewed, varied or revoked by the Company in a general meeting the Company may enter into a contract to purchase its ordinary shares under this authority prior to its expiry, which contract will or may be executed wholly or partly after such expiry, and may purchase its ordinary shares in pursuance of any such contract.
RESOLUTION 6 – NOTICE PERIOD FOR GENERAL MEETINGS
6 That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
ORDINARY RESOLUTION
RESOLUTION 7 – ELECTRONIC COMMUNICATIONS
7 THAT the Company be authorised, subject to and in accordance with the provisions of the Companies Act 2006 to send, convey or supply all types of notices, documents or information to Shareholders by electronic means, including making such notices, documents or information available on a website.
By Order of the Board
Ross Ainger
Secretary 6 June 2023
5th Floor 15 Whitehall London SW1A 2DD
APPENDIX 1
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
1 ANNUAL GENERAL MEETING
Only shareholders, their attorneys, proxies and authorised representatives of corporations which are shareholders are entitled to attend, speak and vote at the Meeting.
2 VOTING BY CORPORATE REPRESENTATIVES
A corporate shareholder may authorise a person or persons to act as its representative(s) at the Annual General Meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder in the Company, provided that they do not do so in relation to the same shares.
3 VOTING VIA PROXY FORM
- 3.1 A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to exercise all or any of his rights to attend, speak and vote at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. If multiple proxies are to be appointed, then a separate Proxy Form must be completed for each proxy appointment. If you intend appointing additional proxies, please contact Computershare Investor Services PLC (on 0370 707 1067) to obtain (an) additional form(s). Alternatively, you may photocopy the enclosed Proxy Form.
- 3.2 The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, then the proxy is deemed to be authorised for the whole of the shareholder's holding (or in the case of a shareholder with designated accounts, the whole of the holding in the designated account).
- 3.3 A proxy need not be a shareholder of the Company but must attend the Meeting to represent you. Your proxy must vote as you instruct and must attend the Meeting for your vote to be counted.
- 3.4 If a proxy is not directed how to vote on an item of business the proxy may vote, or abstain from voting, as they think fit. A proxy shall have authority to demand, or join in demanding, a poll at the Meeting. 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.
- 3.5 Should any resolution, other than those specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
- 3.6 If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
- 3.7 Shareholders who return their Proxy Forms with a direction on how to vote, but do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. Proxy appointments in favour of the Chair of the Meeting, the Secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the Resolutions proposed in this Notice of Meeting.
- 3.8 Completed Proxy Forms should be sent to the Company's Registrars using the pre-addressed envelope provided with this Notice of Meeting.
- 3.9 To be effective, Proxy Forms must be lodged by 10 a.m. (London time) on 27 June 2023. Proxy forms lodged after this time will be invalid.
- 3.10 Proxy Forms may be lodged using one of the following methods:
- 3.10.1 by returning a completed Proxy Form by post to Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY United Kingdom; or
- 3.10.2 by recording the proxy appointment electronically via the internet at www.eproxyappointment.com. Full details of the procedure are given on that website and your Control Number, Shareholder Reference Number (SRN) and PIN can be found on your Proxy Form or email notification. Electronic proxy appointments must be received by Computershare Investor Services PLC no later than 10 a.m. (London time) on 27 June 2023.
- 3.11 The Proxy Form must be signed by the shareholder or the shareholder's attorney. A Proxy Form must be completed by, or on behalf of, the shareholder making the appointment. A corporation may execute a Proxy Form either under its common seal or under the hand of (a) duly authorised officer(s). Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by Computershare Investor Services PLC by the deadline stated in paragraph 3.10.
- 3.12 In the case of joint holders, any one holder may sign the Proxy Form. The vote of the senior holder who tenders a vote will be counted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names appear on the register of shareholders.
- 3.13 Shareholders may change proxy instructions by submitting a new Proxy Form. Note that the cut-off time for receipt of Proxy Form also applies in relation to amended instructions; any Proxy Form received after the relevant cut-off time will be disregarded.
- 3.14 Where you have appointed a proxy using the Proxy Form and would like to change the instructions using another hard-copy proxy form, please contact Computershare Investor Services PLC (on 0370 707 1067) to obtain a new Proxy Form.
- 3.15 If you submit more than one valid Proxy Form, the Proxy Form received last before the latest time for the receipt of proxies will take precedence.
- 3.16 Shareholders who return a Proxy Form or register the appointment of a proxy electronically will still be able to attend the Meeting and vote in person if they so wish. If you attend the Meeting in person and vote, then your proxy appointment will automatically be terminated.
- 3.17 A copy of this Notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (nominated persons). The right to appoint a proxy does not apply to nominated persons. However, nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy.
4 VOTING VIA CREST
- 4.1 Shareholders who are CREST members with shares held in uncertificated form who wish to appoint a proxy or proxies are encouraged to use the CREST electronic proxy appointment service by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
- 4.2 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) by the latest time for receipt of proxy appointments specified in paragraph 3.9 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 issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
- 4.3 CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
- 4.4 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
5 SHAREHOLDERS WHO ARE ENTITLED TO VOTE
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 the Company gives notice that the time by which a person must be entered on the register of members in order to attend or vote at the Meeting or adjourned Meeting (and for calculating the number of votes such a person may cast) is 6.00 p.m. (London time), on the date which is two days (excluding any part of a day which is not a working day) prior to the Meeting or any adjourned Meeting. Changes to entries on the register of securities after the relevant time will be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the Meeting or adjourned Meeting.
6 CONDUCT OF THE MEETING
- 6.1 The quorum for the Meeting will be two persons entitled to vote upon the business to be transacted, each being a shareholder, or a proxy for a shareholder, or a duly authorised representative of a corporation, which is a shareholder.
- 6.2 The Company must cause to be answered at the Meeting any question relating to the business being dealt with at the Meeting which is put by a member attending the Meeting, except (i) if to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, (ii) if the answer has already been given on a website in the form of an answer to a question, or (iii) if it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered. The Company will not answer questions submitted by shareholders ahead of the Meeting in the circumstances outlined in (i) to (iii) above.
- 6.3 Voting on at this Meeting will be conducted on a poll rather than a show of hands.
APPENDIX 1 continued
- 7 ADDITIONAL MATTERS
- 7.1 If you have sold or transferred all of your shares, this Notice of Meeting should be passed on to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
- 7.2 A copy of this Notice and the other information required by section 311A of the Companies Act 2006 can be found on the Company's website (www.heiq.com).
- 7.3 You may not use any electronic address provided in this Notice of Meeting to communicate with the Company for any purposes other than those expressly stated.
- 7.4 Copies of the contracts of service between each Executive Director and the Company and the letters of appointment of the Non-Executive Directors are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company up to the time of the Meeting.
- 7.5 As at 5 June 2023 (being the latest practicable date prior to publication of this document), the Company's issued share capital consisted of 140,537,907 ordinary shares of 30p each carrying one vote each. As at on 5 June 2023 the Company held no ordinary shares in treasury and therefore the total voting rights in the Company are 140,537,907.
- 7.6 Shareholders satisfying the threshold requirements set out in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to:
- 7.6.1 the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the Meeting; or
- 7.6.2 any circumstances connected with an auditor of the Company ceasing to hold office since the last annual general meeting, that the shareholders propose to raise at the Meeting.
- 7.7 Where the Company is required to publish a statement on its website, it must:
- 7.7.1 send a copy of the statement to the Company's auditors no later than the time it makes that statement available on the website; and
- 7.7.2 include the matters set out in the statement in the business of the Meeting.