AGM Information • Oct 9, 2024
AGM Information
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Company number: 07114196
(the "Company")
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the Company will be held at Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL United Kingdom on 25 October 2024 at 11:00 am (UK time) for the purpose of considering and, if thought fit, passing the following resolution:
THAT subject to the confirmation of the High Court of Justice in England and Wales, the amount standing to the credit of the share premium account of the Company be cancelled and the amount by which the share premium account is so cancelled be credited to a reserve.
Registered Office By Order of the Board
Awilco Drilling PLC 9 October 2024 c/o VISTRA (UK) LTD Suite 1, 7th Floor, 50 Broadway London, SW1H 0BL United Kingdom
Note 1 above does not constitute any recommendation or advice on behalf of, or from, EIS. You are recommended to seek legal and/or financial advice from your preferred advisor should you have any questions related to note 1 and/or to the information contained in documents to which this notice is attached. You or your advisor may contact the issuer of the documents for guidance; this is including, but not limited to, any exercise of (indirect) shareholder rights you may have and/or should want to exercise. EIS may on direct request give technical guidance on how to retire your interest in the issuer of the documents to which this notice is attached from the ESO for the purpose of you being entered into the Register of Members, i.e. the primary register of the issuer referred to, in order for you to exercise any shareholder rights, as applicable, directly against the issuer, or any other third parties, including, but not limited to, any compulsory buy-out ("squeeze out") proceedings or any other legal or litigation proceedings.
An explanation of the resolution contained in the notice of Meeting is set out below.
The resolution will be proposed as a special resolution. For a special resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.
Under Companies Act 2006, a company may, with the approval of a special resolution passed by shareholders and confirmation of the High Court of Justice in England and Wales (the "Court"), cancel its share premium account ("Reduction").
This resolution seeks authority to cancel the Company's share premium account.
The purpose of the Reduction is to reduce the value of the Company's share premium account to nil.
The amount arising from the Reduction will be credited to a reserve of the Company. Therefore, the Reduction does not affect the economic value of the Company and should not have any impact on the market value of the Company's shares.
If shareholders approve the resolution at the Meeting, the Directors intend to make an application to the Court in due course to obtain its approval to the Reduction. The Court will be concerned to ensure that the Company's creditors are not prejudiced by the proposed Reduction. The Directors intend to take such steps to satisfy the Court in this regard as they consider appropriate. The Reduction will not take effect under the Court order confirming the Reduction is filed with and registered by the UK Registrar of Companies.
The Directors reserve the right to elect not to proceed with the Reduction if the Directors believe that the terms required to obtain confirmation by the Court are unsatisfactory to the Company or if, as a result of an unforeseen event, the Board considers that to continue with the Reduction would be inappropriate or inadvisable or no longer in the best interests of the Company and its shareholders as a whole.
(*Please complete in BLOCK CAPITALS)
| I/We ____________ (insert name)* of | |
|---|---|
_________________________________________________________________ (insert address)*
being beneficially entitled to _____________ (insert number)* ordinary shares ("Voting Shares")
of the Company hereby instruct Equro Issuer Services AS in accordance with:
Please indicate selected option with an 'X'
Voting Option B
Voting Option A
I/We instruct Equro Issuer Services AS to appoint the following proxy:
Name: ____________________________________________________________ (insert name)*
Address: ______________________________ (insert address)*
to vote in respect of the Voting Shares on the resolution to be proposed at the General Meeting of the Company to be held on 25 October 2024 and at any adjournment thereof (the "Meeting") as I/we have indicated in the Voting Instructions below.
I/We instruct Equro Issuer Services AS to appoint a proxy of their choosing to vote in respect of the Voting Shares on the resolution to be proposed at the Meeting as I/we have indicated in the Voting Instructions below.
I/We direct that any proxy appointed by Equro Issuer Services AS in respect of the Voting Shares vote on the following resolution as I/we have indicated by marking the appropriate box with an 'X'.*
*If no indication is given, such proxy will vote your shares in favour.
| SPECIAL RESOLUTION | For | Against | Vote Withheld |
|---|---|---|---|
| THAT subject to the confirmation of the High Court of Justice in England and Wales, the amount standing to the credit of the share premium account of the Company be cancelled and the amount by which the share premium account is so cancelled be credited to a reserve. |
□ | □ | □ |
Signature Date
………………………………………… ………………………..
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