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AIQ Limited — Proxy Solicitation & Information Statement 2026
Apr 1, 2026
14788_agm-r_2026-04-01_993fed19-46c5-4b8e-8609-615153aedda9.pdf
Proxy Solicitation & Information Statement
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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 consult your stockbroker or other financial advisor authorised pursuant to the Financial Services and Markets Act 2000 immediately.
If you have sold or transferred all of your ordinary shares ("Ordinary Shares") or depository interests ("Depository Interests") in AIQ Limited please forward this document and the accompanying form of proxy or instruction 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.
The distribution of this document in jurisdictions other than the UK 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. This document does not constitute any offer to issue or sell or a solicitation of any offer to subscribe for or buy shares in AIQ Limited.
AIQ Limited
(Incorporated in the Cayman Islands under the Cayman Islands Companies Act (Revised) with company number 327983)
NOTICE OF ANNUAL GENERAL MEETING
Notice of Annual General Meeting ("AGM" or the "Meeting") of AIQ Limited ("Company") to be held at 10:00 a.m. UK-time on Tuesday 28 April 2026 at Fourth Floor, 48 Gracechurch Street, London, EC3V 0EJ, is set out on page 4 of this document (the "Notice").
A Form of Proxy for holders of Ordinary Shares is attached with this document. Forms of Proxy should be completed and returned to the Company's registrars, Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom as soon as possible and in any event to be received not later than at 10:00 a.m. UK-time on Friday 24 April 2026 (48 hours before the time fixed for the AGM excluding non-working days).
A Form of Instruction for holders of Depositary Interests accompanies this document and, to be valid, must be completed and returned to Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom as soon as possible but in any event to be received not later than at 10:00 a.m. UK-time on Thursday 23 April 2026 (72 hours before the time fixed for the AGM excluding non-working days).
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LETTER FROM THE CHAIRMAN
AIQ Limited
(Incorporated in the Cayman Islands with company number (327983)
("the Company")
Directors:
Harry Chathli (Independent Non-Executive Chairman)
Charles Yong Kai Yee (Executive Director)
Li Chun Chung (Executive Director)
Dwight Mighty (Independent Non-Executive Director)
Registered Office:
Genesis Building, 5th Floor
Genesis Close, PO Box 446
Cayman Islands, KY1-1106
1 April 2026
Dear Shareholder
Introduction
I am writing to advise you that the Annual General Meeting ("AGM") of the Company will be held at 10.00 a.m. UK-time on Tuesday 28 April 2026 at Fourth Floor, 48 Gracechurch Street, London, EC3V 0EJ.
The Notice of the Annual General Meeting ("Notice") is contained on page 4 of this document and the Company's annual report and accounts for the year ended 31 October 2025 are available at the Investors section of the AIQ website: www.aiqhub.com.
Action to be taken
Shareholders will find enclosed with this document a Form of Proxy, and the holders of Depositary Interests will find enclosed a Form of Instruction, for use at the AGM.
Shareholders are requested to complete, sign and return their Form of Proxy to Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom. The Form of Proxy must be returned as soon as possible but, in any event, so as to arrive no later than 10.00 a.m. UK-time on Friday 24 April 2026.
Holders of Depositary Interests are requested to complete, sign and return their Form of Instruction appointing Computershare Company Nominees Limited (the "Custodian") to vote the underlying Ordinary Shares on their behalf at the AGM to Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ as soon as possible but, in any event, so as to arrive no later than 10.00 a.m. UK-time on Thursday 23 April 2026. A holder of Depositary Interests has no right to attend and vote the underlying Ordinary Shares at a meeting of shareholders and should therefore complete and return the Form of Instruction so that the Custodian may vote on their behalf.
Special Resolution regarding dis-application of pre-emption rights
At present, the Company does not intend to dis-apply pre-emption rights of existing shareholders, but the Directors believe it is in the best interests of the Company to provide flexibility by granting the Board power to dis-apply such pre-emption rights and allot equity securities for cash. Unless previously revoked, varied or extended, this authority shall expire on the date falling 15 months after the date of the passing of this resolution or the next annual general meeting of the Company (whichever is earlier), except that the Company may at any time before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired.
It is noted that, subject to the Company's articles of association, any laws and regulations applicable to the Company and subject to any resolution of the Company passed in general meeting, all unissued shares in the capital of the Company shall be at the disposal of the Board which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.
Board recommendation
The Directors unanimously believe that the resolutions being proposed at the AGM (the "Resolutions") are in the best interests of the Company and its shareholders and recommend you vote in favour of the Resolutions noting the Directors intend to do so in respect of their own beneficial holdings in the Company, to the extent that they have any.
Yours faithfully,
Harry Chathli
Independent Non-Executive Chairman
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AIQ Limited
(Incorporated in the Cayman Islands with company number 327983)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the Annual General Meeting of the shareholders of AIQ Limited (the "Company") will be held at 10.00 a.m. UK-time on Tuesday 28 April 2026 at Fourth Floor, 48 Gracechurch Street, London, EC3V 0EJ to consider, and, if thought fit, pass the following resolutions (the "Resolutions") in accordance with the Amended and Restated Memorandum and Articles of Association of the Company (the "Articles"):
ORDINARY RESOLUTIONS
Resolution 1: That the Company's Annual Report and Accounts for the year ended 31 October 2025 together with the Reports of the Directors and the Auditor thereon be received, considered and approved.
Resolution 2: That PKF Littlejohn LLP be re-appointed as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company, and that the Directors be authorised to fix the auditors' remuneration.
SPECIAL RESOLUTION
Resolution 3: That, with reference to Article 3.9 of the Articles, the Board be given power to allot Equity Securities for cash, and on the passing of this resolution, the Board shall have the power to allot (pursuant to this authority) Equity Securities for cash as if Article 3.6 of the Articles did not apply to one or more allotments of Equity Securities to be made pursuant to this authority. Unless previously revoked, varied or extended, this authority shall expire on the date falling 15 months after the date of the passing of this resolution or the next annual general meeting of the Company (whichever is earlier), except that the Company may at any time before such expiry make an offer or agreement which would or might require Equity Securities to be allotted after such expiry and the Directors may allot Equity Securities in pursuance of such an offer or agreement as if this power had not expired.
Registered Office:
Genesis Building, 5th Floor
Genesis Close, PO Box 446
Cayman Islands, KY1-1106
By Order of the Board
Harry Chathli
Independent Non-Executive Chairman
1 April 2026
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NOTES
i. A Form of Proxy is enclosed with this Notice for use in connection with the business set out above. To be valid, Forms of Proxy and any power of attorney or other authority under which it is signed must be lodged with Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or by fax to the following number: +44 (0370) 703 0000 by not later than 10.00 a.m. UK-time on Friday 24 April 2026.
ii. A Form of Instruction to appoint the Custodian to vote on behalf of the holders of Depositary Interests is enclosed with this Notice for use in connection with the business set out above. To be valid, Forms of Instruction and any power of attorney or other authority under which it is signed must be lodged with Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ by not later than 10.00 a.m. UK-time on Thursday 23 April 2026.
iii. In the case of joint holders of Ordinary Shares, the signature of only one of the joint holders is required on the Form of Proxy but the vote of the first named on the register of members will be accepted to the exclusion of the other joint holders.
iv. To be entitled to vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), a member of the Company must be entered in the register of members of the Company at 10.00 a.m. UK-time on Friday 24 April 2026.
v. As at close of business on 30 March 2026 (being the last practicable day prior to the publication of this Notice), the Company's issued share capital comprised 64,760,721 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at close of business on 30 March 2026 is 64,760,721.
vi. If you hold securities traded on the London Stock Exchange and do not have a Form of Proxy or Form of Instruction and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services.
vii. Capitalised terms used in this notice and not defined herein, shall have the meaning ascribed to such term as set out in the Articles.
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