Atrato Onsite Energy PLC

AGM Information • Mar 10, 2023

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date: 2022-05-12 09:42:00+00:00
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Notice of Resolutions

of

ATRATO ONSITE ENERGY PLC

(the ‘Company’)

Passed on 10 March 2023

At the Annual General Meeting of the Company duly convened and held on Friday, 10 March 2023 at Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ the following resolutions were duly passed:

Resolutions 10 and 15 were passed as ordinary resolutions and resolutions 11 to 14 (inclusive) as special resolutions.

10.That the directors of the Company be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot:

1. ordinary shares of £0.01 each in the capital of the Company (“Ordinary Shares”) and/or C shares of £0.01 each in the capital of the Company (“C Shares”) and to grant rights to subscribe for, or to convert any security into, Ordinary Shares and/or C Shares (the “Relevant Securities”), up to a maximum aggregate nominal amount of £500,000; and further
2. Relevant Securities comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £500,000 in connection with an offer by way of a rights issue in favour of holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings of Ordinary Shares, but subject to such exclusions, limits, restrictions or other arrangements as the directors deem necessary or expedient in relation to fractional entitlements, treasury shares, record dates or any legal, regulatory or practical problems in or under the laws of any territory, or the requirements of any regulatory body or stock exchange or any other matter,

for a period expiring (unless previously revoked, varied or renewed) at the conclusion of the next annual general meeting of the Company but the Company may, before such expiry, make an offer or agreement which would or might require Relevant Securities to be allotted after this authority expires and the directors may allot Relevant Securities in pursuance of such offer or agreement as if this authority had not expired.

1. That, subject to the passing of Resolution 10, the directors of the Company be and they are hereby authorised, pursuant to section 570 and section 573 of the Companies Act 2006 (the “Act”), to allot equity securities (within the meaning of section 560 of the Act) for cash under the authority given by Resolution 10 and/or to sell ordinary shares of £0.01 each in the capital of the Company held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

2. the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 10, by way of a rights issue only):

3. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
4. to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter;

1. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution 11) up to a nominal amount of £150,000; and
2. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) of this Resolution 11) up to a nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution 11, such authority to be used only for the purposes of making a follow-on offer which the directors determine to be 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 of Annual General Meeting,

such authority to expire at the conclusion of the next annual general meeting of the Company but, 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.

1. That, subject to the passing of Resolution 10, the Directors be and they are hereby authorised, in addition to any authority granted under Resolution 11, pursuant to section 570 and section 573 of the Companies Act 2006 (the “Act”), to allot equity securities (within the meaning of section 560 of the Act) for cash under the authority given by Resolution 10 and/or to sell ordinary shares of £0.01 each in the capital of the Company held by the Company as treasury shares for cash as 11 if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

2. the allotment of equity securities or sale of treasury shares up to a nominal amount of £150,000, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the directors determine to be an acquisition or a specified 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 of Annual General Meeting; and

3. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution 12) up to a nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) of this Resolution 12, such authority to be used only for the purposes of making a follow-on offer which the directors determine to be 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 of Annual General Meeting,

such authority to expire at the conclusion of the next annual general meeting of the Company but 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.

1. That the Company be generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 (the “Act”) to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of £0.01 each in the capital of the Company (“Ordinary Shares”) each on such terms and in such manner as the directors shall determine, provided that:

2. the maximum number of Ordinary Shares hereby authorised to be purchased is 22,485,000;

3. the maximum price which may be paid for each Ordinary Share shall be the higher of (i) 5 per cent. above the average of the middle market quotations for an Ordinary Share (as derived from The London Stock Exchange Daily Official List) for the five business days immediately before the day on which the purchase is made/such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out (in each case exclusive of expenses);
4. the minimum price which may be paid for each Ordinary Share shall be £0.01 (exclusive of all expenses); and

5. this authority (unless previously revoked, varied or renewed) shall expire at the conclusion of the next annual general meeting of the Company except in relation to the purchase of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry, where the Company may make a purchase of Ordinary Shares in pursuance of any such contract or contracts.

6. That general meetings (other than any annual general meeting) of the Company may be called on not less than 14 clear days’ notice, provided that this authority shall expire at the conclusion of the Company's next annual general meeting.

7. That the Company adopt the proposed changes to the Company’s investment policy, as set out in the Appendix to this notice of the AGM.