Pre-Annual General Meeting Information • Jul 5, 2024
Pre-Annual General Meeting Information
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If you have sold or otherwise transferred all of your Ordinary Shares please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the agent through whom the sale was effected, for transmission to the purchaser or transferee.
(incorporated and registered in England and Wales with registered number 03263464)
Notice of the Annual General Meeting of the Company to be held at Network HQ, 508 Edgware Road, The Hyde, London NW9 5AB on Tuesday, 13 August 2024 at 12.00 noon is set out at the end of this document.
A Form of Proxy for use at the Annual General Meeting accompanies this document and, to be valid, must be completed and returned to the Company's registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible but in any event to be received not later than 12.00 noon on Friday, 9 August 2024. Completion of a Form of Proxy will not preclude a shareholder from attending and voting at the AGM.
The following definitions apply throughout this document unless the context requires otherwise:
| "Companies Act" | the Companies Act 2006, as amended, consolidated or re enacted from time to time |
|---|---|
| "2024 AGM" | the annual general meeting of the Company to take place as contemplated by the Notice of AGM |
| "2025 AGM" | the annual general meeting of the Company to take place in 2025 |
| "Annual General Meeting" or "AGM" |
the annual general meeting of the Company convened for 13 August 2024 pursuant to the Notice of AGM |
| "Annual Report and Accounts" | the Company's Annual Report and Accounts document for the year ended 31 March 2024 |
| "Articles" | the Company's articles of association |
| "Board" or "Directors" | the directors of the Company as at the date of this document |
| "Company" | Telecom Plus PLC |
| "Form of Proxy" | the form of proxy accompanying this document for use in connection with the Annual General Meeting |
| "Group" | the Company and its subsidiaries |
| "Notice of AGM" | the notice of Annual General Meeting which is set out at the end of this document |
| "Ordinary Shares" | ordinary shares of 5p each in the capital of the Company |
| "Resolutions" | the resolutions set out in the Notice of AGM |
| "RIS" | Regulatory Information Service |
| "Shareholders" | holders of Ordinary Shares |
| "Statement of Principles" | the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this AGM document |
(incorporated and registered in England and Wales with registered number 03263464)
Network HQ 508 Edgware Road, The Hyde London NW9 5AB
Charles Wigoder (Non-Executive Chairman) Andrew Lindsay MBE (Co-Chief Executive Officer) Stuart Burnett (Co-Chief Executive Officer) Nicholas Schoenfeld (Chief Financial Officer) Beatrice Hollond (Senior Independent Director) Andrew Blowers OBE (Non-Executive Director) Suzanne Williams (Non-Executive Director) Carla Stent (Non-Executive Director)
5 July 2024
To all Shareholders
Dear Shareholder
I am writing to you to explain the proposals which Shareholders will be asked to approve at the AGM to be held on Tuesday 13 August 2024 starting at 12.00 noon at Network HQ, 508 Edgware Road, The Hyde, London, NW9 5AB and electronically on a virtual platform. The Notice of AGM is set out at the end of this document.
The AGM is an important event in the Company's corporate calendar. This year, we are again holding the AGM as a hybrid meeting, where Shareholders (or their duly appointed representatives and/or proxies) have an option to attend either remotely or, in person at our registered office. Shareholders attending virtually will have the opportunity to submit questions to the directors.
All resolutions will be subject to a poll and the results of the votes on the proposed resolutions will be announced in the normal way, as soon as practicable after the conclusion of the AGM. A poll vote accurately reflects the number of voting rights exercisable by each member and is in line with corporate governance recommendations and best practice.
The Company may be required to change the arrangements for the AGM at short notice if there are any unforeseen circumstances, such as health and safety requirements. Any changes to the AGM arrangements will be published on our website www.telecomplus.co.uk. Please note that if you are unable to attend the AGM to vote in person or electronically, we strongly encourage you to lodge a vote by proxy in advance of the AGM instead.
You will need to visit www.telecomplus.co.uk using your smartphone, tablet or computer where you will find a link to the meeting. You will then be prompted to enter your unique 11-digit Investor Code (IVC) including any leading zeros and 'PIN'. Your PIN is the last 4 digits of your IVC. This will authenticate you as a Shareholder.
Your IVC can be found on your share certificate, or Signal Shares users (www.signalshares.com) will find this under 'Manage your account' when logged in to the Signal Shares portal. You can also obtain this by contacting Link Group, our Registrar, by calling 0371 277 10201 .
Access to the AGM will be available from 30 minutes before the start of the event although you will not be able to submit questions through the platform until the meeting is declared open.
If you wish to appoint someone to attend the virtual meeting on your behalf, please contact Link Group on +44 (0) 371 277 10201 in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non-business days) before the meeting.
If your shares are held within a nominee and you wish to attend the electronic meeting, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to Link Group, our registrar, as soon as possible and at least 72 hours (excluding nonbusiness days) before the meeting, in order that they can obtain for you your unique IVC and PIN to enable you to attend the electronic meeting.
The electronic meeting will be broadcast in audio format with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceedings of the meeting on your device, as well as being able to see the slides of the meeting (which will include the resolutions to be put forward to the meeting), these slides will progress automatically as the meeting progresses.
Questions will be invited during the meeting by the Chairman. Shareholders attending electronically may ask questions via the website by typing and submitting their question in writing via the Q&A box which is found underneath the speaker details on the left-hand side of the player. Once you have typed your question, please click the 'Submit' button.
An active internet connection is required at all times in order to allow you to join the meeting and submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.
The following pages give an explanation of the proposed resolutions. Resolutions 1 to 12, 14 and 17 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 13, 15, 16 and 18 will
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be proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of it.
The Chairman will present the Annual Report and Accounts for the year ended 31 March 2024, sent to Shareholders with this document.
The Companies Act requires UK incorporated listed companies to ask Shareholders to vote on the Directors' Annual Report on Remuneration. As the vote is advisory, it does not affect the actual remuneration paid to any individual director. A copy of the Directors' Annual Report on Remuneration is set out on pages 71 to 92 of the Annual Report and Accounts 2024. Resolution 2 is an ordinary resolution to approve the Directors' Annual Report on Remuneration for the year ended 31 March 2024.
Resolution 3 is to approve the payment of a final dividend of 47.0 pence per ordinary share for the year ended 31 March 2024 to Shareholders on the register of members at close of business on 2 August 2024.
The UK Corporate Governance Code (the "Code") requires FTSE 350 companies to offer all their directors for re-election annually. Resolutions 4 to 10 deal with the re-election of each of the Directors apart from Andrew Lindsay, who is stepping down from the Board and as Co-Chief Executive Officer at this year's AGM.
The biographical details of the Directors standing for re-election are set out below:
Charles Wigoder is the Non-Executive Chairman. Charles qualified as a Chartered Accountant with KPMG in 1984 and was subsequently employed by Kleinwort Securities as an investment analyst in the media and communication sectors. Between 1985 and 1988, he was head of corporate finance and development at Carlton Communications PLC and then Quadrant Group PLC. In March 1988 he left Quadrant Group to set up The Peoples Phone Company PLC, where he served as CEO; it was subsequently purchased by Vodafone in December 1996. He joined the Company as CEO in February 1998, becoming Executive Chairman in 2010 and Non-Executive Chairman in 2022.
Stuart Burnett is the Chief Executive Officer. Stuart was promoted to Co-CEO in 2021, after two years as COO, and is responsible for all operational activity across UW including day-to-day management of UW's Energy, Telecoms and Financial Services businesses. He joined the Company in 2016 as Legal & Compliance Director and then moved on to become Commercial Director, managing all commercial activity, including our key commercial relationships and customer proposition, before becoming COO in 2019. Stuart began his career as a corporate lawyer at Slaughter & May after reading law at Oxford University. He then worked in senior roles at RSA Insurance Group PLC and TSB Banking Group PLC, prior to joining the Company.
Nicholas Schoenfeld joined the Company in January 2015 as Chief Financial Officer. Since 2006, Nicholas was Group Finance Director of Hanover Acceptances, a substantial diversified private company with holdings in the food manufacturing, real estate, and agribusiness sectors. He was previously employed at Kingfisher plc, where he was responsible for the group's financial planning and analysis functions. Prior to this, he held senior strategic and development roles within Castorama and
the Walt Disney Company, having started his career as a management consultant at the Boston Consulting Group. Nick also has an MBA from the Harvard Business School.
Beatrice Hollond is a Non-Executive Director and the Senior Independent Director. Beatrice is a main board director and Chair of Remco (US) and Chair of the International Advisory Board (UK) of Brown Advisory, Chair at Millbank Financial Services Limited, Chair of F & C Investment Trust PLC, and adviser to a private family office where Beatrice is also Chair of the Investment Advisory Committee and a member of Remuneration & Governance Committees. Beatrice is a main board director and Chair of Oldfield & Co and Chair of Smedvig AS. Beatrice spent 16 years at Credit Suisse Asset Management in Global Fixed Income and began her career as an equity analyst at Morgan Grenfell Asset Management. Beatrice joined the Company in September 2016 as an independent non-executive director.
Andrew Blowers OBE is a Non-Executive Director. Andrew's career spans over 30 years in the UK financial services industry. He was the founder and CEO of Swiftcover.com and Chairman of IIC NV from 2004 to 2009 and an executive director of Churchill Insurance before this. He was also the senior independent non-executive director of AA PLC, the UK's leading provider of roadside assistance, and the Chairman of ATEC Group Limited, a specialist digital insurance group. Andrew joined the Company in November 2016 as an independent non-executive director.
Suzanne Williams is a Non-Executive Director. As Chief Brand & Marketing officer at BT, Suzanne was part of the team who transformed the business, prior to which she held senior leadership roles at Capital Radio Group, Orange, the BBC, KPMG Consulting and Procter & Gamble Europe. She was an independent non-executive director at AA PLC until its successful sale to private equity in March 2021. Suzanne is a senior board advisor on brand and marketing. She is an independent non-executive at Zegona Communications where she is Chair of the Remuneration and Nomination Committee, and is also an independent non-executive director at JD Sports Fashion PLC. Suzanne joined the Company in July 2020 as an independent non-executive director.
Carla Stent is a Non-Executive Director. Carla is a former Chief Operating Officer and Partner at Virgin group and was previously Deputy Chief Financial Officer and Chief Administrative Officer of the Global Retail and Commercial Bank arm of Barclays Bank. Carla has been a non-executive for many years and most recently chaired the Marex Group plc board. Carla is currently Chair of the Audit and Risk Committee for Evelyn Partners. She joined the Company in July 2022 as an independent non-executive director.
The Board has confirmed that, following a performance review, all Directors standing for re-election continue to perform effectively and demonstrate commitment to their role.
Under Resolution 11, it is proposed that KPMG LLP ("KPMG") be reappointed as the Company's auditor to hold office until the conclusion of the 2025 AGM.
Resolution 12 authorises the Directors to agree KPMG's remuneration.
The Company cannot purchase its own shares unless the purchase has first been authorised by Shareholders in general meeting. The Directors are therefore proposing Resolution 13 to seek such authority under section 701 of the Companies Act in respect of a maximum of 7,897,530 Ordinary Shares (representing not more than 10 per cent of the Company's issued ordinary share capital
(excluding treasury shares) as at 1 July 2024 (the last practicable date before publication of this document)) and to set minimum and maximum prices. This authority will expire at the conclusion of the 2025 AGM or if earlier, at the close of business on 13 November 2025.
As set out in the Annual Report and Accounts, the Directors will periodically consider the purchase of Ordinary Shares under this Resolution 13, taking into account the financial resources of the Company, the Company's share price and future funding requirements. This authority will only be exercised by the Directors if and when, in the light of market conditions prevailing at that time, the Directors believe that such purchases would increase earnings per share and/or would be for the benefit of Shareholders generally. The effect of any such purchase will clearly depend on the price at which it is made. Any purchases of Ordinary Shares would be by means of market purchases through the London Stock Exchange or by way of a tender offer to all Shareholders.
In accordance with the Companies Act, the Company may purchase and hold shares as treasury shares, rather than cancelling them. The Directors will decide at the time of purchase whether to hold shares in treasury or to cancel them immediately. No dividends are paid on shares while held in treasury and no voting rights attach to treasury shares. Resolution 13, proposed as a special resolution, complies with the current guidelines issued by investor protection committees and the Directors will have regard to any guidelines issued by investor protection committees which may be published at the time of any such purchase, holding or resale of treasury shares.
As at 1 July 2024 (the last practicable date before publication of this document), there were outstanding options to subscribe for shares, both currently exercisable and yet to be exercisable, granted under all share option schemes operated by the Company, in respect of a total of 4,366,5332 Ordinary Shares which, if all were eventually exercised, would represent approximately 5.2 per cent of the issued share capital of the Company (excluding treasury shares). In the unlikely event that the authority under Resolution 13 now being sought, together with the existing authority to purchase shares granted at last year's AGM were exercised in full, such options, if exercised, would represent approximately 6.5 per cent of the issued share capital of the Company (excluding treasury shares) as at 1 July 2024 (the last practicable date before publication of this document).
In accordance with the provisions of section 549 of the Companies Act, the Directors are prevented from exercising the Company's powers to allot shares unless authorised to do so either in the Articles or in a resolution of the Shareholders. Such authority was given by Shareholders at the AGM of the Company held on 4 August 2023, for a period expiring on the conclusion of this AGM.
Resolution 14 therefore proposes to renew this general authority for the period expiring at the conclusion of the 2025 AGM or, if earlier, at the close of business on 13 November 2025. The authority being sought is to allot Ordinary Shares up to a maximum nominal amount of £1,316,255, representing approximately one-third of the issued share capital (excluding treasury shares) as at 1 July 2024 (the last practicable date before publication of this document). The Directors have no current intention of using this authority, if granted, save in respect of the issue of shares pursuant to the exercise of options
2 Excluding awards of growth shares made to employees under the LTIP 2016 which are convertible into Ordinary Shares only when the price per Ordinary Share is above £20 and/or adjusted EPS has doubled since 2016. The maximum number of Ordinary Shares that could be issued as a result of awards currently made under the LTIP 2016 is 1.8 million (based on the price per Ordinary Share being £50 or above) which would represent 2.3 per cent of the issued share capital of the Company (excluding treasury shares) as at 1 July 2024 (the last practicable date before publication of this document). In the unlikely event that the authority under Resolution 13 now being sought, together with the existing authority to purchase shares granted at last year's AGM, were exercised in full, such awards, if converted in full into 1.8 million Ordinary Shares, would represent approximately 2.8 per cent of the issued share capital of the Company (excluding treasury shares) as at 1 July 2024 (the last practicable date before publication of this document).
granted under the Networkers and Consultants Share Option Plans. Shares issued pursuant to employee share plans and LTIP 2016 are exempt from this authority.
In addition, the Investment Association has said that it will consider as routine a resolution to authorise the allotment of a further one-third of share capital for use in connection with a rights issue. Your Board considers it appropriate to seek this additional allotment authority at this year's AGM in order to take advantage of the flexibility it offers. However, the Board has no present intention of exercising this authority. If the additional authority is actually used, the Directors intend to follow best practice regarding its use, as recommended by the Investment Association.
Passing this resolution will provide the Directors with additional flexibility acting in the best interests of the Company and Shareholders, so that when opportunities that benefit the Company arise, the Directors can issue new shares without the need to incur the cost and delay of a general meeting of the Company to seek specific authority for each allotment.
As at 1 July 2024 (the last practicable date before publication of this document), there were 1,132,705 shares held in treasury by the Company (representing approximately 1.43 per cent of the issued share capital of the Company (excluding treasury shares)).
The Companies Act requires that an allotment of shares for cash may only be made if the shares are first offered to existing Shareholders on a pre-emptive basis. In accordance with general practice and in particular, the Pre-Emption Group's Statement of Principles as revised in November 2022, the Directors propose that advantage be taken of the provisions of section 570 of the Companies Act to disapply the Companies Act's pre-emption requirements in relation to certain share issues.
Resolution 15 will empower the Directors to allot Ordinary Shares for cash on a non-pre-emptive basis:
Resolution 16 will empower the Directors to allot additional Ordinary Shares for cash on a non-preemptive basis (otherwise than in connection with a rights issue) up to a maximum nominal value of £394,877 representing not more than an additional ten per cent of the issued ordinary share capital of the Company (excluding treasury shares) as at 1 July 2024 (the last practicable date before publication of this document) for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment (within the meaning of the Statement of Principles).
The Directors have no present intention to exercise the powers sought by resolutions 15 or 16. If the powers sought by resolutions 15 or 16 are used in relation to a non-pre-emptive offer, the Directors confirm their intention to follow the shareholder protections in paragraph 1 of Part 2B of the Pre-emption Group's Statement of Principles published in November 2022 and, where relevant, follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-emption Group's Statement of Principles published in November 2022.
The Directors consider that it is in the best interests of the Company and Shareholders that the Directors retain their flexibility to allot some shares without having to offer them to Shareholders first. These authorities will expire at the conclusion of the next AGM.
Resolution 17 is designed to deal with the rules on political donations contained in the Companies Act. Political donations to any political parties, independent election candidates or political organisations or the incurring of political expenditure are (subject to certain limited exceptions) prohibited unless authorised by Shareholders in advance. What constitutes a political donation, a political party, a political organisation, or political expenditure is not always easy to decide, as the legislation is capable of wide interpretation. Sponsorship, advertising, marketing activities, subscriptions, payment of expenses, paid leave for employees fulfilling public duties, and support for bodies representing the business community in policy review or reform, may fall within this.
Therefore, notwithstanding that the Company has not made a political donation in the past, and has no current intention of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate, the Board has decided to put forward Resolution 17. This will allow the Company to support the community and put forward its views to wider business and Government interests without running the risk of being in breach of the law. As permitted under the Companies Act, Resolution 17 has also been extended to cover any political donations made, or political expenditure incurred, by any subsidiaries of the Company. The authority which the Board is requesting is similar to the authority given by Shareholders at the AGM in 2023.
It is proposed in Resolution 18 that Shareholders should approve the continued ability of the Company to hold general meetings other than the annual general meeting on 14 clear days' notice.
This resolution relates to section 307A of the Companies Act. Under that section, a listed company which wishes to be able to call general meetings (other than an AGM) on 14 days' clear notice must obtain Shareholders' approval. Resolution 18 seeks such approval.
This resolution is valid up to the 2025 AGM and so will need to be renewed annually. The Company will also need to meet the requirements for voting by electronic means under section 307A of the Companies Act before it can call a general meeting on 14 days' notice.
In accordance with the guidance issued by the National Association of Pension Funds, the shorter notice period will not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of the Shareholders as a whole.
Shareholders will find a Form of Proxy enclosed for use at the AGM. Whether you propose to attend the AGM or not, the Form of Proxy should be completed and returned to the Company's registrars in the prepaid envelope provided, as soon as possible, and in any event, so as to be received by the Company's registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, by not later than 48 hours before the time of the AGM and no account shall be taken of a day that is not a working day. Going forward, we intend to stop providing a hard-copy Form of Proxy with the Notice of AGM and instead, will advise Shareholders to download the Form of Proxy from the Company's website and return the completed form to the address shown on the form.
Alternatively, Shareholders can submit their proxy vote electronically by accessing the shareholder portal at www.signalshares.com, logging in and selecting the 'Vote Online Now' link. Shareholders will require their username and password in order to login and vote. If Shareholders have forgotten their username and/or password, they can request a reminder via the shareholder portal. If Shareholders have not previously registered to use the portal they will require their investor code ('IVC') which can be found on their share certificate or dividend notification. Electronic proxy votes should be submitted as early as possible, and in any event, by not later than 48 hours before the time of the AGM and no account shall be taken of a day that is not a working day.
As a further alternative, you can vote via LinkVote+. It's a free app for smartphone and tablet provided by Link Group (the company's registrar). It offers shareholders the option to submit a proxy appointment quickly and easily online, as well as real-time access to their shareholding records. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.
Locate the Telecom Plus PLC tile within the app, select the orange "Proxy Vote" button at the bottom of the screen and then follow the instructions for Signal Shares above.
| Apple App Store | GooglePlay |
|---|---|
If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.00 noon on Friday, 9 August 2024 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (refer to the notes to the Notice of Annual General Meeting).
The Board considers the Resolutions are likely to promote the success of the Company and are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do so in respect of their own shareholdings which amount in aggregate to 8,805,984 Ordinary Shares (representing approximately 11.2 per cent of the issued Ordinary Shares, excluding treasury shares) as at 1 July 2024 (the last practicable date before publication of this document).
Yours faithfully
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at Network HQ, 508 Edgware Road, The Hyde, London NW9 5AB on Tuesday, 13 August 2024 at 12.00 noon for the purpose of considering, and if thought fit, passing the following resolutions. Resolutions 1 to 12, 14 and 17 will be proposed as ordinary resolutions and resolutions 13, 15, 16 and 18 will be proposed as special resolutions.
any number of Ordinary Shares on the trading venue where the market purchase by the Company will be carried out; and
provided that the authorities in paragraphs (a) and (b) above shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 13 November 2025, except that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities or equity securities as the case may be to be allotted after such expiry and the Directors may allot Relevant Securities or equity securities in pursuance of any such offer or agreement as if the authority in question had not expired.
That, if Resolution 14 is passed, the Directors be and they are hereby empowered to allot equity securities (as defined in the Companies Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to such allotment or sale, provided that this power shall be limited to:
a) the allotment of equity securities in connection with a rights issue or other pro rata offer (but, in the case of the authority conferred by paragraph (b) of Resolution 14, by way of a rights issue only) in favour of holders of Ordinary Shares and other persons entitled to participate therein where the equity securities respectively attributable to the interests of all those persons at such record dates as the Directors may determine are proportionate (as nearly as may be) to the respective numbers of equity securities held or deemed to be held by them or are otherwise allotted in accordance with the rights attaching to such equity securities, subject in each case to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal difficulties under the laws of any territory or the requirements of a regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatsoever; and
such authority to expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 13 November 2025) but, in each case, the Company may before such expiry make offers or enter agreements which would or might require equity securities to be allotted or shares held by the Company in treasury to be sold or transferred, after the authority expires and the Directors may allot equity securities and/or sell or transfer shares held by the Company in treasury under any such offer or agreement as if the power conferred by this resolution had not expired.
such authority to expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 13 November 2025) but, in each case, the Company may before such expiry make offers or enter agreements which would or might require equity securities to be allotted or shares held by the Company in treasury to be sold or transferred, after the authority expires and the Directors may allot equity securities and/or sell or transfer shares held by the Company in treasury under any such offer or agreement as if the power conferred by this resolution had not expired.
during that period beginning with the date of the passing of this resolution and ending on the conclusion of the next annual general meeting of the Company, provided that the authorised sums referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sums, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter), or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same.
| By Order of the Board | Registered Office: |
|---|---|
| David Baxter | Network HQ |
| Company Secretary | 508 Edgware Road |
| The Hyde | |
| Dated 5 July 2024 | London NW9 5AB |
2024 (or, if the meeting is adjourned, on the date which is two working days before the time of the adjourned meeting) shall be entitled to vote at the Annual General Meeting in respect of the number of shares registered in their names at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to vote at the meeting.
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.
accordance with section 149(2) of the Companies Act, that they may have a right under an agreement with the registered member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
The Company cannot require the members requesting the publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Any statement placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website.
A copy of this Notice, and other information required by section 311A of the Companies Act, can be found at the Company's website (www.telecomplus.co.uk).
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