AGM Information • Jun 23, 2025
AGM Information
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THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should immediately seek your own advice from a stockbroker, solicitor, accountant or other professional who is duly authorised and regulated under the UK Financial Services and Markets Act 2000 (as amended) ("FSMA").
If you have sold or otherwise transferred all of your ordinary shares please pass this document together with the enclosed form of proxy to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the ordinary shares.
(Incorporated and registered in England and Wales with registered number 09799594)
Your attention is drawn to the letter from the Chairman of Molten Ventures plc (the 'Company') on page 2 of this document, which sets out how the meeting will be conducted and also recommends voting in favour of the resolutions to be proposed at the 2025 Annual General Meeting.
Notice of the Annual General Meeting of the Company, to be held at 20 Garrick Street, London WC2E 9BT at 12 noon on 8 July 2025, is set out on pages 3 to 8 of this document. Shareholders will find enclosed with this document a form of proxy for use at the Annual General Meeting, which should be completed in accordance with the instructions printed thereon and returned to the Company's registrar, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Alternatively, where Shareholders are CREST members, they can submit a CREST Proxy Instruction, and institutional investors may also be able to appoint a proxy electronically via the Proxymity platform. Further details are given in the 'Further Notes' to the Notice of General Meeting. Unless the form of proxy, CREST Proxy Instruction or Proxymity electronic proxy appointment is received by 12 noon on Friday, 4 July 2025, it will be invalid.
11 June 2025
Dear Shareholder,
On behalf of the directors of Molten Ventures plc (together the 'Directors' or the 'Board'), I am writing to provide you with details of the 2025 Annual General Meeting ('AGM') of Molten Ventures plc (the 'Company') which will be held at 20 Garrick Street, London WC2E 9BT at 12 noon on 8 July 2025. We look forward to being able to welcome any Shareholders who wish to attend this year's AGM in person. Should you wish to attend, we request that you email the Company Secretary in advance at [email protected]. Please note that whether or not you inform us in advance of your attendance does not affect your legal right to attend the meeting.
The formal Notice of AGM is set out on the following pages of this document, detailing the resolutions that Shareholders are being asked to vote on along with explanatory notes of the business to be conducted at the AGM.
Whether or not you propose to attend the AGM, it is important that you complete, sign and return a form of proxy ('Proxy Form') or vote electronically. This will not prevent you from attending and voting at the AGM in person if you wish to do so. CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM, and institutional investors may also be able to appoint a proxy electronically via the Proxymity platform, in each case as detailed in the 'Further Notes' to the Notice of AGM on pages 5 to 8.
Please note that all Proxy Forms and appointments must be received by 12 noon on 4 July 2025.
If I am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM.
Voting on the business of the meeting will be conducted by way of a poll. The results of voting on the resolutions will be posted on the Company's website as soon as practicable after the AGM, the address of which is as follows: https://www.moltenventures.com.
The Board considers that the ordinary resolutions and the special resolutions set out in the Notice of AGM are in the best interests of the Company and its Shareholders as a whole. The Directors therefore recommend that Shareholders vote in favour of each of the resolutions, as they intend to do in respect of their own shareholdings in the Company.
Yours faithfully
Laurence Hollingworth
Chairman
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING ('AGM') of Molten Ventures plc (the 'Company') will be held at 20 Garrick Street, London WC2E 9BT at 12 noon on 8 July 2025.
The AGM will be held to consider, and if thought appropriate, pass the following resolutions of which resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions, and resolutions 15 to 18 (inclusive) will be proposed as special resolutions. Voting on all resolutions will be by way of a poll.
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next AGM or on 30 September 2026, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.
For the purposes of this Resolution, 'rights issue' means an offer to:
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
continued
such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 September 2026 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 30 September 2026 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
The authority conferred by this resolution will expire on the earlier of the conclusion of the next AGM of the Company and 30 September 2026 save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.
By order of the Board Gareth Faith Company Secretary 11 June 2025
Molten Ventures plc Registered in England and Wales No. 09799594 Registered office: 20 Garrick Street, London WC2E 9BT
Resolutions 1 to 14 are proposed as ordinary resolutions. For each of these Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution. Resolutions 15 to 18 are proposed as special resolutions. For each of these Resolutions to be passed, at least threequarters of the votes cast must be in favour of the Resolution.
The first item of business is the receipt by Shareholders of the Annual report and accounts of the Company for the year ended 31 March 2025. The Directors' report, the accounts and the report of the Company's auditor on the accounts are contained within the Annual Report.
This resolution seeks Shareholder approval of the Directors' Remuneration Report, excluding the Directors' Remuneration Policy, which is set out on pages 96 to 114 of the Annual Report.
The Company's auditor, PricewaterhouseCoopers LLP, has audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 120 to 126 of the Annual Report.
This resolution is subject to an 'advisory vote' by Shareholders. In the event that the resolution is not passed, payments made or committed to be made to Directors will not have to be repaid, reduced or withheld.
The Directors' Remuneration Policy (the "Policy") is contained in the Directors' Remuneration Report and can be found at pages 100 to 104 of the Annual Report. The Company is required to seek Shareholder approval for a Remuneration Policy at least every three years, except in the event that a change to the Policy is proposed or the advisory vote on the Directors' Remuneration Report is not passed in any year subsequent to the approval of the Policy. The Policy was last approved by shareholders at the AGM in 2022. Accordingly, Shareholders are invited to approve the Policy by voting on resolution 3. The Policy sets out the Company's forward looking policy on Directors' remuneration and is subject to a binding Shareholder vote. If resolution 3 is passed, the Policy will take effect from the date of the AGM (the "Effective Date") and, from the Effective Date, the Company may not make a remuneration payment or payment for loss of office to a person who is, or is to be, or has been a director of the Company unless that payment is consistent with the approved Policy, or such payment has otherwise been approved by a Shareholders' resolution. If resolution 3 is not passed, the Board will seek to convene a general meeting at the earliest possible date to seek shareholder approval for a revised version of the Policy.
In accordance with the UK Corporate Governance Code all Directors not retiring are submitting themselves for election (if appointed subsequent to the last AGM) and annual re-election by Shareholders at this 2025 AGM. Biographical details of each of the Directors who are seeking election or re-election appear on pages 80 and 81 of the Annual Report. The Board believes that each Director brings considerable and wide-ranging skills and experience to the Board as a whole and continues to make an effective and valuable contribution to the deliberations of the Board. Each Director has continued to perform effectively and demonstrate commitment to their role and each of their contributions continue to be important to the Company's long-term sustainable success.
The Board carries out a review of the independence of Directors on an annual basis. In considering the independence of the independent nonexecutive Directors proposed for re-election, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers each of Laurence Hollingworth, Grahame Cook, Sarah Gentleman, Lara Naqushbandi and Gervaise Slowey to be independent in accordance with the UK Corporate Governance Code.
The auditors of a company must be appointed or re-appointed at each general meeting at which the accounts are laid. Resolution 12 proposes, on the recommendation of the Audit, Risk and Valuations Committee, the re-appointment of PricewaterhouseCoopers LLP as the Company's Auditor, until the conclusion of the next general meeting of the Company at which accounts are laid.
This Resolution seeks shareholder consent for the Audit, Risk and Valuations Committee to set the remuneration of the Auditor.
The purpose of Resolution 14 is to renew the Directors' power to allot shares. The authority in paragraph (A) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one third of the total issued ordinary share capital of the Company (exclusive of treasury shares) which as at 9 June 2025, being the latest practicable date prior to publication of this notice (the "Latest Practicable Date"), is equivalent to a nominal value of £630,154.83.
The authority in paragraph (B) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of £630,154.83, which is equivalent to approximately one third of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at the Latest Practicable Date. The Company currently holds no shares in treasury.
There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. If they do exercise the authorities to allot shares, the Directors intend to follow Investment Association recommendations concerning their use (including as regards the Directors standing for reappointment in certain cases).
If the Resolution is passed the authority will expire on the earlier of 30 September 2026 and the end of the AGM in 2026.
If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to Shareholders in proportion to their existing holdings.
Resolutions 15 and 16 deal with the authority of the Directors to allot new shares or other equity securities pursuant to the authority given by Resolution 14, or sell treasury shares, for cash without the shares or other equity securities first being offered to Shareholders in proportion to their existing holdings.
The authority in Resolution 15 is limited to allotments or sales: (a) in connection with rights issues and other pre-emptive issues; (b) (otherwise than pursuant to (a) above) up to an aggregate nominal amount of £189,046.45, being approximately 10% of the total issued ordinary share capital of the Company (excluding treasury shares) as at the Latest Practicable Date; and (c) (otherwise than pursuant to (a) and (b) above) up to an aggregate nominal amount equal to 20% of any allotment or sale under (b) above for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.
The Pre-emption Group Statement of Principles supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than an additional 10% of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment. The Pre-emption Group's Statement of Principles defines 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to Shareholders to enable them to reach an assessment of the potential return.
Accordingly, and in line with the template resolutions published by the Pre-emption Group, Resolution 16 seeks to authorise the Directors to allot new shares and other equity securities pursuant to the authority given by Resolution 14, or sell treasury shares, for cash: (a) up to a further nominal amount of £189,046.45, being approximately 10% of the total issued ordinary share capital of the Company (excluding treasury shares) as at the Latest Practicable Date, for use only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue; and (b) (otherwise than pursuant to (a) above) up to an aggregate nominal amount equal to 20% of any allotment or sale under (a) above for the purposes of a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.
The Directors confirm that, should they exercise the authorities granted by Resolutions 15 or 16, they intend to follow the shareholder protections and approach to follow-on offers as set out in paragraphs 1 and 3, respectively, of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.
In accordance with the UK Listing Rules, any non-pre-emptive issue of Ordinary Shares pursuant to these authorities will be priced at or above the then prevailing Net Asset Value per Ordinary Share unless prior Shareholder approval is obtained.
If Resolutions 15 and 16 are passed, the authorities will expire at the end of the next AGM or on 30 September 2026, whichever is the earlier.
The Board considers the authorities in Resolutions 15 and 16 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions.
The effect of Resolution 17 is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 18,904,645 ordinary shares, until the end of the next AGM or 30 September 2026, whichever is the earlier. This represents 10% of the ordinary shares in issue (excluding shares held in treasury) as at the Latest Practicable Date.
The Company may purchase shares at prices which are above the last published net asset value per share. The maximum price (exclusive of expenses) payable per share under this authority is the highest of:
Pursuant to the 2006 Act, the Company can hold any shares which are repurchased as treasury shares and either re-sell them for cash or cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. Holding the repurchased shares as treasury shares will give the Company the ability to re-sell or transfer them in the future and will provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently re-sold or transferred out of treasury).
The Directors consider it desirable and in the Company's interests for Shareholders to grant this authority. The Directors will exercise this authority in accordance with the Capital Allocation Policy in the Annual Report, and will only do so if and when conditions are favourable with a view to enhancing net asset value per share.
The Company will not, save in accordance with a predetermined, irrevocable and non-discretionary programme, repurchase shares in the period immediately preceding the preliminary announcement of its annual or interim results as dictated by the UK Listing Rules or UK Market Abuse Regulation or, if shorter, between the end of the financial period concerned and the time of a relevant announcement or, except in accordance with the UK Listing Rules and the UK Market Abuse Regulation, at any other time when the Directors would be prohibited from dealing in shares.
Options to subscribe for a total of 7,817,042 shares, being 4.3%. of the issued ordinary share capital (excluding treasury shares), were outstanding at the Latest Practicable Date. If the existing authority given at the 2024 AGM and the authority being sought under Resolution 17 were to be fully utilised, these would represent 5.43%. of the Company's issued ordinary share capital (excluding treasury shares) at that date.
Under the 2006 Act, the notice period required for all general meetings of the Company is 21 clear days, although Shareholders can approve a shorter notice period for general meetings that are not AGMs, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. The shorter notice period for which Shareholder approval is sought under Resolution 18 would not be used as a matter of routine for such 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. In the event that a general meeting is called on less than 21 clear days' notice, the Company will meet the requirements for electronic voting under The Companies (Shareholders' Rights) Regulations 2009. Shareholder approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
A Proxy Form is enclosed with this Notice. Proxy Forms may also be obtained on request from the Company's registered office. In order to be valid any Proxy Form must be returned duly completed no later than 12 noon on 4 July 2025 (or, if the meeting is adjourned, no later than 48 hours (not including any day that is not a normal business day) before the time of any adjourned meeting), in hard copy form by post, by courier, or by hand to the Company's registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
To appoint more than one proxy, the Proxy Form should be photocopied and the name of the proxy to be appointed indicated on each form together with the number of shares that such proxy is appointed in respect of (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
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 of the meeting) by following the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear'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 RA19) by the latest time(s) for receipt of proxy appointments specified in note 5 below. 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, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system 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.
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 noon on 4 July 2025 in order to be considered valid. 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.
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