Pre-Annual General Meeting Information • May 28, 2025
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or what action you should take, you should consult your stockbroker, bank manager, solicitor or other appropriate independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are resident in the United Kingdom, or who is duly authorised under the European Communities (Markets in Financial Instruments) Regulation 2017 (as amended) or Investment Intermediaries Act 1995 (as amended) if you are resident in Ireland, or another appropriately authorised independent financial adviser if you are resident in a territory outside Ireland or the United Kingdom.
If you have sold or otherwise transferred all of your ordinary shares in the capital of Aquila European Renewables plc ("Shares", and the "Company", respectively), please send this (but not any accompanying personalised Form of Proxy) at once to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. This document should not, however be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws and regulations in such jurisdiction. If you have sold or transferred only part of your holding of Shares you should retain this document and any accompanying documents and contact the stockbroker, bank or other agent through or by whom the sale or transfer was effected immediately.
(Incorporated in England and Wales, registered number 11932433) (Registered as an investment company under section 833 of the Companies Act 2006)
Notice of the annual general meeting of the Company to be held at 1:00 p.m. on 19 June 2025 at the offices of CMS Cameron McKenna Nabarro Olswang LLP, at Cannon Place, 78 Cannon Street, London, EC4N 6AF, United Kingdom (the "Annual General Meeting") is set out at the end of this document. Whether or not you intend to be present at the Annual General Meeting you are urged to complete and return a Form of Proxy, in accordance with the instructions set out in the notes to the Notice of Annual General Meeting, as soon as possible and in any event by no later than 1:00 p.m. on 17 June 2025.
To be valid, Forms of Proxy for use at the Annual General Meeting must be completed and returned in accordance with the instructions printed thereon to the Company's registrar, Computershare Investor Services (the "Registrar") at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom so as to arrive no later than 1:00 p.m. on 17 June 2025.
As an alternative to completing and returning the accompanying Form of Proxy, you may submit your proxy electronically by accessing the Registrar's online voting portal www.investorcentre.co.uk/ eproxy. For security purposes, you will be asked to enter the control number, your shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of your
proxy online. The control number and members' individual SRN and PIN numbers are shown on the accompanying Form of Proxy. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. In addition, institutional investors may be able to appoint a proxy electronically via the Proxymity platform. Proxies submitted via a designated voting platform (such as CREST or Proxymity) for the Annual General Meeting must be transmitted so as to be received by the Registrar no later than 48 hours (excluding weekends and any bank holiday) before the time of the Annual General Meeting. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received no later than 1:00 p.m. on 17 June 2025.
The Notice of Annual General Meeting and the Form of Proxy will be submitted to the National Storage Mechanism and shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.aquila-european-renewables.com/.
All references to times in this document are to London time, unless otherwise stated.
(Incorporated in England and Wales with registered number 11932433) (Registered as an investment company under section 833 of the Companies Act 2006)
Directors Registered Office
Ian Nolan 4th Floor Myrtle Dawes 140 Aldersgate Street David MacLellan London Kenneth MacRitchie EC1A 4HY Patricia Rodrigues United Kingdom
28 May 2025
Dear Shareholder,
The Annual General Meeting has been convened for 1:00 p.m. on 19 June 2025 to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, at Cannon Place, 78 Cannon Street, London, EC4N 6AF, United Kingdom. The resolutions proposed at the Annual General Meeting will be voted on by way of a poll. In accordance with the articles of association of the Company, all holders of Shares ("Shareholders") entitled to vote and who are present in person or by proxy at the Annual General Meeting shall have one vote in respect of every Share held.
Shareholders are strongly encouraged to appoint the Chair of the Annual General Meeting as their proxy to vote on their behalf at the Annual General Meeting. This should ensure that your votes are registered.
It is important to the Company that Shareholders have the opportunity to vote even if they are unable to attend the Annual General Meeting. Whether or not you propose to attend the Annual General Meeting in person, you are requested to complete the Form of Proxy and submit it to the Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom so that it arrives no later than 1:00 p.m. on 17 June 2025.
If you hold your Shares in CREST, you may appoint a proxy or proxies by completing and transmitting a CREST Proxy Instruction using the procedures described in the CREST Manual as soon as possible and so that the instruction is received by no later than 1:00 p.m. on 17 June 2025.
As an alternative to completing and returning the accompanying Form of Proxy, you may submit your proxy electronically by accessing the Registrar's online voting portal at www.investorcentre. co.uk/eproxy. For security purposes, you will be asked to enter the control number, your shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of your proxy online. The control number and members' individual SRN and PIN numbers are shown on the accompanying Form of Proxy. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received no later than 1:00 p.m. on 17 June 2025. In addition, institutional investors may be able to appoint a proxy electronically via the Proxymity platform (www.proxymity.io). Proxies submitted via a designated voting platform (such as CREST or Proxymity) for the Annual General Meeting must be transmitted so as to be received by the Registrar no later than 48 hours (excluding weekends and any bank holiday) before the time of the Annual General Meeting.
The completion and submission of a Form of Proxy or the transmission of a CREST Proxy Instruction will not affect your right to attend and vote in person at the Annual General Meeting if you wish.
Shareholders are reminded that, if their Shares are held in the name of a nominee, only that nominee or its duly appointed proxy can be counted in the quorum at the Annual General Meeting.
The Companies Act 2006 (the "Act") requires the directors of a public company to lay before the company in general meeting copies of the annual report, directors' report and its auditor's report in respect of each financial year. These are contained in the Company's annual report and financial statements for the year ended 31 December 2024 (the "2024 Annual Report"). Accordingly, a resolution to receive the 2024 Annual Report is included as an ordinary resolution.
Resolution 2 is an ordinary resolution to approve the implementation of the Company's existing remuneration policy as set out in the Director's remuneration report for the year ended 31 December 2024 relating to. The Directors' remuneration report can be found on pages 55 to 59 of the 2024 Annual Report and is subject to an advisory vote by Shareholders, which is proposed as an ordinary resolution. It details the payments that have been made to Directors during the year, in accordance with the current remuneration policy.
Resolutions 3 to 7 deal with re-election of the Directors. Brief biographies of each member of the Board standing for re-election can be found on pages 46 and 47 of the 2024 Annual Report. Following an evaluation of the Directors conducted during the year, the Board believes that each Director offering him or herself for re-election continues to make an effective and valuable contribution and demonstrates commitment to the role.
Resolution 8 relates to the re-appointment of PricewaterhouseCoopers as the Company's auditors to hold office until the conclusion of the Company's next annual general meeting. This resolution is recommended by the Company's audit committee and endorsed by the Board. Accordingly, it is proposed, as an ordinary resolution, to re-appoint PricewaterhouseCoopers as the Company's auditors. Similarly, resolution 9 authorises the Directors, upon recommendation from the Company's Audit Committee, to fix the auditors' remuneration.
Resolution 10 is intended to authorise the Directors to declare and pay all dividends of the Company as interim dividends. This resolution is endorsed by the Board. Accordingly, it is proposed, as an ordinary resolution, to authorise the Directors to declare and pay all dividends of the Company as interim dividends.
Resolution 11 gives the Company authority to buy back its own Ordinary Shares in the market as permitted by the Act. The authority limits the number of shares that could be purchased to a maximum of 56,680,507 shares (representing approximately 14.99% of the Company's issued ordinary share capital as at 28 May 2025) and sets minimum and maximum prices. This authority will expire at the conclusion of the next Annual General Meeting of the Company, or if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time.
The authority will be exercised only after consideration by the Directors of the effect on net asset value and if the Directors believe that to do so would be in the interests of shareholders generally. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange. Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. If Resolution 11 is passed at the Annual General Meeting, it is the Company's current intention to hold in treasury the majority of the shares it may purchase pursuant to the authority granted to it. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors will need to reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so. The Company may hold a maximum of up to 10% of its issued share capital in treasury in accordance with guidelines issued by the Investment Association.
It is proposed in Resolution 12 that shareholders should approve the continued ability of the Company to hold general meetings other than the Annual General Meeting on less than 14 clear days' notice.
This resolution is required under Section 307A of the Act. Under that section, a traded company which wishes to be able to call general meetings (other than an Annual General Meeting) on 14 clear days' notice must obtain shareholders' approval. Resolution 12 seeks such approval. The resolution is valid up to the next Annual General Meeting of the Company and needs to be renewed annually. The Company will also need to meet the requirements for voting by electronic means under Section 307A of the Act before it can call a general meeting on 14 days' notice. The shorter notice period would 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 shareholders as a whole.
On 30 September 2024, Shareholders approved a change in the Company's investment objective and policy to facilitate a managed wind-down of the Company and to realise its assets in an orderly manner.
As announced on 1 May 2025, the Company has entered into a sale and purchase agreement for the sale of its 18% interest in the Portuguese hydropower asset referred to as Sagres, for cash consideration of approximately EUR 16.5 million. Completion of the disposal is expected to occur by June 2025.
To assist the Company with returning cash, in the form of capital or by way of dividend, to Shareholders as part of the Company's managed wind-down process, the Directors propose to cancel the amount standing to the credit of the Company's share premium account (the "Share Premium Cancellation").
The Company's share premium account is not a distributable reserve and the purposes for which the Company can use this reserve is extremely limited. The Company is proposing to
implement the Share Premium Cancellation as a housekeeping exercise in order to create distributable reserves to support both the potential future payment by the Company of dividends to Shareholders as well as future returns of capital by way of tender offer, should circumstances dictate that it is desirable to do so.
It is expected that the Share Premium Cancellation, if confirmed by the Court, will create distributable reserves to the value of approximately EUR 255,642,627.68. However, the exact amount of the reserves created will depend upon the amount standing to the share premium account on the day on which the cancellation takes effect.
Following the implementation of the Share Premium Cancellation, there will be no change to the number of Shares in issue (or their nominal value) or the net assets of the Company.
The quantum and timing of any future returns of cash or capital will be at the discretion of the Board and will be dependent on the realisation of the Company's investments and its liabilities, general working capital requirements and the amount and nature (from a tax perspective) of its distributable reserves from time to time.
Pursuant to section 641(1)(b) of the Act, a company may by a special resolution passed by its shareholders and the confirmation of the Court reduce or cancel various reserves, including any share premium account. It may then apply the sums resulting from such reduction to its distributable reserves.
The Company has EUR 255,642,627.68 standing to the credit of its share premium account. Share premium forms part of the capital of the Company which arises on the issue by the Company of Shares at a premium to their nominal value. The premium element is credited to its share premium account.
Under the Act, the Company is generally prohibited from paying any dividends or making other distributions in the absence of positive distributable reserves, and the share premium account, being a non-distributable reserve, can be applied by the Company only for limited purposes. However, provided the Company obtains the approval of Shareholders by way of a special resolution and the subsequent requisite confirmation by the Court, it may reduce all or part of its share premium account, and the amount by which the share premium account would be reduced would be credited to a new distributable reserve of the Company.
The Board is recommending that the entire amount of its share premium account be cancelled. In order to effect this, the Company first requires the authority of its Shareholders by the passing of a special resolution at the Annual General Meeting. The Share Premium Cancellation will take effect when the order of the Court confirming it and a statement of capital approved by the Court have been registered with the Registrar of Companies. The effective date of the Share Premium Cancellation is expected to be the Business Day following the hearing at which the Share Premium Cancellation is to be confirmed by the Court and after which the order of the Court confirming the same is handed down, which is anticipated to be in or around Q3 2025.
In order to approve the Share Premium Cancellation, the Court will need to be satisfied that the interests of the Company's creditors (including contingent creditors) will not be prejudiced by the Share Premium Cancellation. The Company anticipates that it will be able to satisfy the Court in that regard. The Directors reserve the right to abandon or to discontinue (in whole or in part) the petition to the Court in the event that they consider that the terms on which the proposed Share Premium Cancellation would be (or would be likely to be) confirmed by the Court would not be in the best interests of the Company and/or the Shareholders as a whole. The Board has undertaken a detailed review of the Company's liabilities (including contingent liabilities) and considers as at the date of this document that the Company will be able to satisfy the Court that, as at the effective date of the Share Premium Cancellation, it would not result in the Company
being unable to discharge the debt or claim of any creditor of the Company at the time when such debt or claim may fall due.
Subject to resolution 13 being passed, the Company intends to apply to the Court to approve the Share Premium Cancellation as soon as reasonably practicable after the Annual General Meeting and in any event prior to the end of July 2025.
The Company will update Shareholders as to the proposed timetable for the Share Premium Cancellation in due course. Shareholders are being asked to vote in favour of the Share Premium Cancellation so as to facilitate the creation of the proposed distributable reserves of the Company. The Share Premium Cancellation does not affect the voting or dividend rights of any Shareholder, or the rights of any Shareholder on a return of capital.
The following comments are intended as a general guide only and relate only to certain UK tax consequences of the Share Premium Cancellation. The comments are based on current legislation and HM Revenue & Customs published practice, both of which are subject to change, possibly with retrospective effect, and the latter of which is not enforceable.
These comments deal only with Shareholders who are resident for taxation purposes solely in the UK, who are the absolute beneficial owners of the Shares and who hold them as an investment and not on a trading account ("UK Shareholders"). They do not deal with the position of certain classes of Shareholders, such as dealers in securities, insurance companies, collective investment schemes or persons regarded as having obtained their Shares by reason of employment. Any Shareholder who has any doubt about their own taxation position, or who is subject to taxation in any jurisdiction other than the UK should consult their own professional taxation advisor immediately.
The Share Premium Cancellation should not have any consequences for UK tax resident Shareholders for the purposes of UK taxation of chargeable gains ("CGT"), UK income tax or UK corporation tax.
The Board considers the passing of the resolutions to be proposed at the Annual General Meeting, as set out in the notice at the end of this document, to be in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolutions to be proposed at the Annual General Meeting, as the Directors intend to do in respect of their own beneficial holdings, amounting to 375,000 Shares, representing 0.1 per cent of the Shares in circulation carrying voting rights (excluding the Company's treasury shares amounting to 30,103,575) as at the date of this document.
The Notice of the Annual General Meeting to be held at 1:00 p.m. on 19 June 2025 at the offices of CMS Cameron McKenna Nabarro Olswang LLP, at Cannon Place, 78 Cannon Street, London, EC4N 6AF, United Kingdom is included at the end of this document.
Yours faithfully
Ian Nolan Chair
(Incorporated in England and Wales with registered number 11932433) (Registered as an investment company under section 833 of the Companies Act 2006)
Notice is hereby given that the Annual General Meeting of Aquila European Renewables plc will be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, at Cannon Place, 78 Cannon Street, London, EC4N 6AF, United Kingdom on 19 June 2025 at 1:00 p.m. for the following purposes:
To consider and, if thought fit, pass the following resolutions of which resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 to 13 will be proposed as special resolutions.
(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2026 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and
By order of the Board
for Apex Listed Companies Services (UK) Limited 4th Floor Company Secretary 140 Aldersgate Street
London EC1A 4HY 28 May 2025 United Kingdom
than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of Shareholders to vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If however the Annual General Meeting is adjourned for a longer period then, to be so entitled, Shareholders must be entered on the Company's register of members at the time which is 48 hours before the time fixed for the adjourned meeting, or if the Company gives notice of the adjourned meeting, at the time specified in that notice.
The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the 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 under section 527 of the Companies Act 2006 to publish on a website.
Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights. The statements of the rights of members in relation to the appointment of proxies in note 1 above do not apply to a Nominated Person. The rights described in those notes can only be exercised by registered Shareholders of the Company.
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