AGM Information • Jul 30, 2025
AGM Information
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LEI: 213800RYE59K9CKR4497
At the Annual General Meeting of the Company held on Wednesday 30 July 2025, the following Special Business Resolutions were also passed, as follows, in accordance with Listing Rule 6.4.2.
To renew the authority of the Company, in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) ('the Law'), to make market acquisitions (within the meaning of Section 316 of the Law) of the Ordinary Shares of No-Par Value in the share capital of the Company ('the Ordinary Shares') provided that:
To empower the Directors of the Company to dis-apply the right of shareholders to receive a pre-emptive offer of new Ordinary Shares (or sell treasury shares for cash) pursuant to Article 5.11 of the Articles of Incorporation provided that this power shall be limited to the issue of up to 53,063,920 Ordinary Shares (being equal to 10% of the Ordinary Shares in issue as at 21 May 2025) and shall expire (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the Annual General Meeting of the Company held in 2026, or, if earlier, the date falling 15 months after the date of this Resolution, but during this period the Company may make offers, and enter into agreements, which would, or might, require Ordinary Shares to be issued (and treasury shares to be sold) after the power given to the Board pursuant to this Resolution ends and the Board may issue Ordinary Shares (and sell treasury shares) under any such offer or agreement as if the power had not ended.
That conditional and in addition to extraordinary Resolution 12 above having been passed, to empower the Directors of the Company to dis-apply the right of shareholders to receive a preemptive offer of new Ordinary Shares (or sell treasury shares for cash) pursuant to Article 5.11 of the Articles of Incorporation provided that this power shall be: (i) limited to the issue of up to 53,063,920 Ordinary Shares (being equal to 10% of the Ordinary Shares in issue as at 21 May 2025); and (ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, and shall expire (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the Annual General Meeting of the Company held in 2026, or, if earlier, the date falling 15 months after the date of this Resolution, but during this period the Company may make offers, and enter into agreements, which would, or might, require Ordinary Shares to be issued (and treasury shares to be sold) after the power given to the Board pursuant to this Resolution ends and the Board may issue Ordinary Shares (and sell treasury shares) under any such offer or agreement as if the power had not ended
Katharine Thompson
Company Secretary
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