AGM Information • Nov 17, 2023
AGM Information
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At the Annual General Meeting of the Company duly convened and held at The Merchant Room, Eagle Star House, 5-7 Upper Queen Street, Belfast, BT1 6FB on Friday 17 November 2023 at 10:00am the following resolutions were passed as ordinary resolutions in the case of resolutions 1 to 9 and as a special resolution in the case of resolution 10.
To receive the Company's annual accounts for the financial year ended 31 March 2023 together with the strategic report, the directors' report and the auditor's report on those accounts.
To re-appoint Richard Beresford who is retiring by rotation in accordance with the Company's articles of association, being recommended by the board and eligible for re-appointment, as a director of the Company.
To re-appoint Michael Irvine who is retiring by rotation in accordance with the Company's articles of association, being recommended by the board and eligible for re-appointment, as a director of the Company.
To re-appoint Neil Adair who is retiring by rotation in accordance with the Company's articles of association, being recommended by the board and eligible for re-appointment, as a director of the Company.
To approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy) set out on pages 13 to 16 of the annual report for the financial year ended 31 March 2023.
To re-appoint Grant Thornton (NI) LLP as the Company's auditor to hold office from the
conclusions of this meeting until the conclusion of the next annual general meeting at which account are laid before the Company.
To authorise the directors of the Company to determine the auditor's remuneration.
To continue relaxing the operation of Article 111 of the Company's Articles of Association so that the directors may, notwithstanding any interest they may have, vote and form part of the quorum in relation to any issue of shares or rights to acquire shares or any other transaction or arrangement that is put before the directors for their approval for the purposes of or in connection with the acquisition of Amcomri Group Limited or the readmission of the Company's shares to the market immediately following that acquisition or as may otherwise be contemplated by the Company's letter of intent in relation to Amcomri Group Limited dated 11 November 2022 including without limitation the grant of options to the Directors.
To authorise the directors generally and unconditionally for the purposes of section 551 of the Companies Act 2006 to exercise any power of the Company to (i) offer or allot; (ii) grant rights to subscribe for or to convert any security into; and (iii) otherwise deal in or dispose of, any shares (or any options, warrants, conversion rights and all other rights to acquire or subscribe for shares) to any person, at any time and subject to any terms and conditions as the directors think proper.
The authority referred to in this resolution shall be limited to shares having a maximum nominal amount of £40 million and shall only apply insofar as the Company has not, subject to the Company's articles of association, renewed, waived or revoked it by ordinary resolution and shall expire, if not renewed prior to such time, on the date occurring 24 months from the date of the passing of this resolution save that the expiry of this authority shall not affect the offer, allotment, grant or dealing after the expiry of this authority where such offer, allotment, grant or dealing was approved pursuant to this authority.
THAT, in accordance with section 570(1) of the Companies Act 2006 (the Act), the directors be granted the power to allot equity securities (as defined in section 560(1) of the Act) pursuant to the authorisation granted by resolution 9 as if section 561 (existing shareholders' right of pre-emption) did not apply to the allotment or applied to the allotment with such modifications as the directors may determine. In accordance with section 570(4) of the Act, the directors may, prior to the expiry of the power conferred by this resolution, make an offer or agreement which would, or might, require any equity securities to be allotted after the expiry of such power (and the directors may allot equity securities in pursuance of such an offer or agreement as if such power had not expired).
…………………………….
Director For and on behalf of Rockpool Acquisitions Plc
Date: 17 November 2023
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