Pre-Annual General Meeting Information • Jun 18, 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 as to the action to be taken, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately authorised independent professional adviser, without delay.
If you have sold or otherwise transferred all of your ordinary shares of 0.1 pence each ("Ordinary Shares") in Boston International Holdings Plc (the "Company"), please send this document together with the accompanying documents, 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 transmission to the purchaser or transferee. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain this document, and consult the person through whom the sale or transfer was effected.
The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
(Incorporated in England and Wales with company number 09876705)
This document should be read as a whole. Your attention is drawn to the Letter from the Chairman of the Company, which includes the recommendation of the Directors of the Company that you vote in favour of all of the resolutions to be proposed (the "Resolutions") at the Annual General Meeting of the Company (the "2025 AGM").
The 2025 AGM is being convened to be held at the offices of DMH Stallard LLP, 6 New Street Square, New Fetter Lane, London EC4A 3BF at 11.00 a.m. on Thursday, 10 July 2025, notice of which is set out at the end of this document (the "Notice of Annual General Meeting").
A copy of this document is available on the website of the Company at www.bihplc.com.
Shareholders of the Company ("Shareholders") are requested to complete and return the enclosed form of proxy (the "Form of Proxy") to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD as soon as possible, but in any event so as to arrive no later than 11.00 a.m. on Tuesday, 8 July 2025.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so at the 2025 AGM and any adjournment thereof by utilising the procedures described in the CREST Manual. For further details, please see the notes to the Notice of Annual General Meeting set out at the end of this document.
For full details on proxy appointments, see the notes to the Notice of Annual General Meeting set out at the end of this document and in the accompanying Form of Proxy.
A summary of the action to be taken by Shareholders is set out on in the Letter from the Chairman. Please complete and return the enclosed Form of Proxy as soon as possible and in any event so as to arrive by not later than 11.00 a.m. on Tuesday, 8 July 2025.
(Incorporated in England and Wales with company number 09876705)
Directors: Registered Office:
Christopher Pitman (Non-Executive Chairman) 35 Ballards Lane William Borden James (Non-Executive) London Said Digeil (Non-Executive) N3 1XW Abdul Bin Brek (Non-Executive)
17 June 2025
To the Shareholders (and, for information purposes only, to the holders of Convertible Unsecured Loan Notes issued by the Company)
Dear Shareholder,
As Chairman of the Company, I am pleased to enclose details regarding, and notice of, the 2025 Annual General Meeting of the Company (the "2025 AGM") to be held at the offices of DMH Stallard LLP, 6 New Street Square, New Fetter Lane, London EC4A 3BF at 11.00 a.m. on Thursday, 10 July 2025.
Shareholders should read the contents of this document carefully and in conjunction with the annual report and accounts of the Company for the financial year ended 31 December 2024 (including the Directors' and the auditor's reports thereon) (the "2024 Annual Report & Accounts") enclosed with this document.
Turning then to the Resolutions to be proposed at the 2025 AGM on Thursday, 10 July 2025, there are 9 resolutions as follows:-
The Companies Act 2006 (the "Companies Act") requires the directors of a public company to lay its annual accounts and reports before the company in Annual General Meeting. Resolution 1 will therefore be proposed at the 2025 AGM, as an ordinary resolution, to receive and adopt the 2024 Annual Report & Accounts.
As stated in the Directors' Remuneration Report set out on pages 15 – 17 of the 2024 Annual Report & Accounts, resolutions 2 and 3 are being proposed as ordinary resolutions at the 2025 AGM to approve, by way of an advisory vote, the Annual Remuneration Report (in the first part of the Directors' Remuneration Report) and, by way of a binding vote, the Remuneration Policy (in the second part of the Directors' Remuneration Report).
Resolutions 4 and 5 are being proposed, as separate ordinary resolutions, to approve the re-appointment of Said Mbarak Salim Al Digeil and Abdulmunim (Abdul) Sultan Said Bin Brek as Directors of the Company. Said Digeil was appointed to the board of directors of the Company (the "Board") on 29 November 2024 (just after the notice was sent out on 26 November 2024 convening the Company's 2024 Annual General
Meeting which was held on 19 December 2024) and Abdul Bin Brek was appointed to the Board on 9 April 2025 (so since the date of the Company's 2024 Annual General Meeting). Under article 69 of the Company's articles of association (Power of Board to appoint Directors), both are required to retire at the 2025 AGM, but being eligible, both offer themselves for re-appointment.
Biographies of both Said Digeil and Abdul Bin Brek were set out in the Company's Circular to shareholders dated 29 October 2024 (relating to the subscription for new ordinary shares by Zarara Energy Limited) and the Company's RNS announcement on 9 April 2025 (of the appointment of Abdul Bin Brek as a Director) respectively.
Resolutions 6 and 7 are being proposed, as separate ordinary resolutions, to obtain shareholder approval for the re-appointment of RPG Crouch Chapman LLP as the Company's auditor and to authorise the Directors to determine the auditor's remuneration.
The Companies Act enables the Company to call general meetings (other than Annual General Meetings) on 14 clear days' notice rather than 21 clear days' notice, subject to the Company obtaining Shareholder approval for such shorter notice period and the Company making available electronic voting at any general meeting held on such shorter notice. It is the Board's view that it would be beneficial for the Company to have the ability to call a general meeting by this shorter (14 clear days) notice period. As a result, Resolution 8 is to be proposed as a special resolution at the 2025 AGM seeking the approval of Shareholders to a shortened notice period for future general meetings (other than Annual General Meetings).
The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.
The Transitional Provisions of the UK Listing Rules ("UKLR") in relation to shell companies (such as the Company) will expire on 29 July 2025. From 30 July 2025, if the Company continues to be a shell company, it needs to make any necessary changes to comply in full with the rules in UKLR 13. These changes need to be made prior to the expiry of the Transitional Provisions on 29 July 2025 and include incorporating the time period for an 'initial transaction' to be completed in accordance with UKLR 13.3.2R.
Under the UKLR, an 'initial transaction' in relation to the Company means a transaction consisting of: (a) an acquisition of a part of or the entirety of a business, a company and/or assets by the Company or a subsidiary of the Company, (b) the entry into a loan or any form of financing agreement by the Company or a subsidiary of the Company; or (c) the entry into a joint venture agreement by the Company or a subsidiary of the Company. (a) above applies whether such acquisition is effected: (i) by way of a direct acquisition by the Company or a subsidiary of the Company; (ii) by way of the Company introducing a new holding company to its corporate structure and then carrying out the acquisition through the new holding company; or (iii) in any other way. For the purpose of UKLR 13.4.2R, the FCA considers that: (1) the first transaction that the Company enters into will generally constitute an 'initial transaction'; and (2) provided that a transaction falls within UKLR 13.4.2R, a transaction of any size may constitute an 'initial transaction'.
Under UKLR 3.2.7R, the market value of all the ordinary shares in the Company to be listed on the FCA's Official List on completion of the 'initial transaction' is now required to be at least £30 million.
UKLR 13.2.1R requires completion of an 'initial transaction' within 24 months of 29 July 2025 (in the case of the Company), extendable with shareholder approval for a further 3 years (consisting of 3 further 12 month periods, with shareholder approval to extend for each 12-month period before the end of the prior 12-month period). A 6-month extension is also permitted in certain limited circumstances (as set out in UKLR 13.2.1R) to allow for a transaction to be completed.
Resolution 9 is therefore being proposed as a special resolution at the 2025 AGM in order to incorporate the time period requirements referred to above in the Company's articles of association as a new article 131 (Timetable for Initial Transaction).
Each of Resolutions 1 to 7 (inclusive) is being proposed as an ordinary resolution and requires approval by a simple majority of those votes cast at the 2025 AGM for the Resolutions to be passed. Each of Resolutions 8 and 9 is being proposed as a special resolution and requires approval by a 75% majority of those votes cast at the 2025 AGM for the Resolutions to be passed.
Voting on each of the Resolutions will be conducted by a poll to ensure that Shareholders' votes are counted. Voting on a poll is a more transparent method of voting as votes are counted according to the number of Ordinary Shares held by each Shareholder.
Shareholders will find a Form of Proxy enclosed with this document for use at the 2025 AGM. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD as soon as possible, but in any event so as to arrive no later than 11.00 a.m. on Tuesday, 8 July 2025.
As an alternative to completing the hard copy Form of Proxy, Shareholders can appoint a proxy electronically with Neville Registrars Limited at www.sharegateway.co.uk by completing the authentication requirements including the personal proxy registration code as shown on the Form of Proxy. For an electronic proxy appointment to be valid, the appointment must be received by Neville Registrars Limited no later than 11.00 a.m. on Tuesday, 8 July 2025.
If Shareholders hold Ordinary Shares in CREST, 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 instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 7RA11) by 11.00 a.m. on Tuesday, 8 July 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST application host ("CREST Application Host")) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
A telephone helpline is available for Shareholders. If you have any questions about the 2025 AGM or how to complete a Form of Proxy, please call Neville Registrars on 0121 585 1131. Calls are charged at your network provider's standard rate, may be included within your inclusive call allowance, but may vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. – 5:00 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Zarara Energy Limited ("ZEL"), which holds 222,407,801 Ordinary Shares (representing approximately 60 per cent of the Company's issued share capital at the date of this document) has given written confirmation to the Board that it will vote in favour of each of the Resolutions in respect of such shares.
The Directors of the Company consider that the Resolutions are in the best interests of the Company and its Shareholders as a whole and unanimously recommend that Shareholders vote in favour of each of the Resolutions, as they intend to do in respect of their own beneficial shareholdings (and shareholdings over which they have control) amounting to in aggregate 30,000,000 Ordinary Shares (representing approximately 8.09 per cent. of the Company's issued share capital at the date of this document).
Yours faithfully
Non-Executive Chairman
(incorporated in England and Wales with company number 09876705)
NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the "Annual General Meeting") of Boston International Holdings Plc (the "Company") will be held at the offices of DMH Stallard LLP, 6 New Street Square, New Fetter Lane, London EC4A 3BF at 11.00 a.m. on Thursday, 10 July 2025 for the purpose of considering and, if thought fit, passing the resolutions set out below (each a "Resolution" and together the "Resolutions") which will be proposed as an ordinary resolution in the case of each of Resolutions 1 to 7 (inclusive) and as a special resolution in the case of each of Resolutions 8 and 9.
all the provisions in these Articles as to general meetings shall apply, with any necessary modifications, provided that the provisions of Article 10.3 shall not apply to such meeting;
Christopher Pitman Non-Executive Chairman Boston International Holdings Plc
Dated: 17 June 2025
Registered Office: 35 Ballards Lane, London N3 1XW
In the case of a holder of Ordinary Shares which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company.
Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.
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.
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 the specifications of Euroclear UK & International Limited ("Euroclear") and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com).
The message, regardless of whether it relates to the appointment of a proxy or to 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: 7RA11) by the latest time(s) for receipt of proxy appointments specified 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. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 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 or her 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 CREST by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
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 (as amended).
Where you have appointed a proxy using the hard-copy Form of Proxy and would like to change the instructions using another hard-copy Form of Proxy, please contact Neville Registrars Limited, on 0121 585 1131.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
The revocation notice must be received by Neville Registrars Limited no later than 11.00 a.m. on Tuesday, 8 July 2025.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified, then, subject to the paragraph directly below, your proxy appointment will remain valid.
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