THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in MOH Nippon Plc, please forward this document, together with the accompanying documents, as soon as possible either 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 shares.
MOH NIPPON PLC
(Registered in England & Wales with company number 13349097)
Nigel Collins Jinyan Ma Paul Kwong
Directors Registered Office Chiaki Takahashi 71-75 Shelton Street Hoken Yanase Covent Garden Hiromitsu Sakai London Frankie Leung WC2N 9JQ Kazuo Ichimura United Kingdom
tel: c/o +44 (0)204 582 3500
5 September 2025 website: www.mohnippon.com
Dear Shareholder,
Notice of Annual General Meeting
Enclosed with this letter is the notice ("Notice") convening an Annual General Meeting ("AGM") of MOH Nippon Plc (the "Company") together with the Company's audited financial statements and reports thereon for the year ended 31 March 2025 and form of proxy ("Form of Proxy").
The purpose of this letter is to provide you with a brief summary and explanation of the resolutions proposed by the Company at the AGM, which will be held at 10.00 a.m. on Monday 29 September 2025 at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London, E1W 1AA.
Resolutions 1 to 14 (inclusive) are proposed as Ordinary Resolutions. This means that, in accordance with the requirements of the Companies Act 2006 (the "Act"), for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.
Resolutions 15 to 17 (inclusive) are proposed as Special Resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
The Company proposes the following Ordinary Resolutions at the AGM:
Resolution 1 – Receive the annual report and accounts
The Act requires the Directors of a public company to lay before the Company in a general meeting the annual report and accounts of the Company for each financial year. Resolution 1 is to receive the Company's financial statements and the report of the Board of Directors ("Directors") and auditors for the year ended 31 March 2025. Shareholders will have a reasonable opportunity at the AGM to ask questions and comment on these reports and on the business of the Company.
Resolution 2 – Approval of the Annual Report on Remuneration
Resolution 2 is to approve the Directors' Remuneration Report. The Report on Remuneration sets out payments made during the year ended 31 March 2025. The vote on the Report on Remuneration under Resolution 2 is advisory only, and any entitlement of a Director to remuneration is not conditional on this resolution being passed.
Resolution 3 – Approval of the Directors' Remuneration Policy
Resolution 3 is to approve the Directors' Remuneration Policy as is stated in the Directors' Remuneration Report and is subject to a binding shareholder vote.
Resolutions 4 to 11 – Election and Re-election of Directors
Resolutions 4 to 11 are to approve the election and re-election of the Directors. All of the Directors of the Company are putting themselves forward for re-election in accordance with the articles of association of the Company and the QCA Code recommendations.
Resolution 12 – Re-appointment of Auditor
Resolution 12 is to re-appoint MHA Audit Services LLP as auditors of the Company to hold office from the conclusion of the AGM to the conclusion of the next annual general meeting at which accounts are laid before the Company.
Resolution 13 – Audit & Risk Committee authority to determine Auditor's remuneration
Resolution 13 authorises the Audit & Risk Committee to determine the Auditor's remuneration.
Resolution 14 – Directors' authority to allot shares
The Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by Shareholders. Resolution 14 proposes to authorise the Directors to allot and issue shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to an aggregate nominal amount of £949,263 such authority to expire at the next annual general meeting of the Company or fifteen (15) months after the passing of this resolution, whichever date is the earlier. This amount represents approximately one third of the Company's issued ordinary share capital as at the date of this letter.
(Explanatory Note: As at the date of this letter, the Company's issued ordinary share capital is 284,779,093 Ordinary Shares of nominal value 1 penny per Ordinary Share. One third of the Company's issued share capital is approximately 94,926,364 Ordinary Shares.)
The Company is also proposing the following Special Resolutions at the AGM:
Resolution 15 & 16 – Suspension of pre-emption rights
Under the Companies Act 2006, the Directors may only allot shares for cash on a non-pre-emptive basis if authorised to do so by the Shareholders in general meeting. Resolutions 15 and 16 are to approve the disapplication of pre-emption rights. The passing of these resolutions would allow the Directors to allot shares for cash and/or sell treasury shares without first having to offer such shares to existing shareholders in proportion to their existing holdings.
The authority under resolution 15 would be limited to:
- (a) allotments or sales up to an aggregate nominal value of £284,779 equivalent to 28,477,909 Ordinary Shares, representing 10.0 per cent. of the Company's Ordinary Shares in issue at 4 September 2025 (being the latest practicable date prior to the publication of this Notice); and
- (b) allotments or sales (otherwise than under paragraphs (a) above) up to an aggregate nominal amount of £56,955, which represents approximately 2.0 per cent. of the Company's issued ordinary share capital as at 4 September 2025 (being the latest practicable date prior to the publication of this Notice) to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.
Resolution 16 provides the Board with authority to (i) allot a further 10.0 per cent. of the issued ordinary share capital of the Company as at 4 September 2025 (being the latest practicable date prior to the publication of this Notice) for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles published by the Pre-Emption Group in November 2022 (the "Statement of Principles"); and (ii) allot or sell shares (otherwise than under paragraph (i)) up to an aggregate nominal amount of £56,955, which represents approximately 2.0 per cent. of the Company's issued ordinary share capital as at 4 September 2025 (being the latest practicable date prior to the publication of this Notice) to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.
The disapplication authorities under resolutions 15 and 16 are in line with guidance set out in the Statement of Principles. The Statement of Principles allow a board to allot shares for cash otherwise than in connection with a pre-emptive offer (i) up to 10.0 per cent. of a company's issued share capital for use on an unrestricted basis, (ii) up to a further 10.0 per cent. of a company's issued share capital for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding twelve month period and is disclosed in the announcement of the issue and (iii) in the case of both (i) or (ii), up to an additional 2.0 per cent. in connection with a follow-on offer to retail investors or existing investors not allocated shares in the offer.
The Directors confirm that, in considering the exercise of the authority under resolutions 15 and 16, they intend to follow the shareholder protections set out in Part 2B of the Statement of Principles to the extent reasonably practicable.
These authorities will expire at the next Annual General Meeting of the Company, or fifteen (15) months after the passing of this resolution, whichever date is the earlier.
(Explanatory Note: As at the date of this letter, the Company's issued ordinary share capital is 284,779,093 Ordinary Shares of nominal value 1 penny per Ordinary Share. 10 per cent of the Company's issued share capital is approximately 28,477,909 Ordinary Shares.)
Resolution 17 – Notice period for General Meetings other than Annual General Meetings
The Articles allow the Company to call general meetings other than an annual general meeting on 14 clear days' notice without obtaining Shareholder approval. The notice period required under the Act for general meetings of the Company is 21 days. The Act allows Shareholders to approve a shorter notice period, which cannot be less than 14 clear days. Therefore, in order to preserve its ability to call general meetings on 14 clear days' notice, Resolution 17 seeks such Shareholder approval.
It is intended that the shorter notice period 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 in the interests of Shareholders as a whole. If given, the approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.
Action to be taken by Shareholders
If you would like to come to the AGM to vote on the resolutions, to facilitate registration on the day, please notify the Company Secretary by writing to the registered office address confirming your attendance or by email to [email protected].
If you do not intend to be present at the AGM, please complete, sign and return the Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received not later than 10.00 a.m. on Thursday 25 September 2025, being 48 hours (not counting any part of a day that is not a working day) before the time appointed for the holding of the AGM.
Alternatively, you can register your vote(s) for the AGM by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions (you can locate your log-in details on the top of the Form of Proxy).
If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Share Registrars Limited (ID 7RA36), so that it is received no later than 10.00 a.m. on Thursday 25 September 2025.
In order that the voting preferences of all shareholders may be taken into account, the Company will conduct a poll vote on all resolutions put to the AGM. Shareholders are requested to therefore submit their votes in respect of the business to be discussed, electronically or by post in advance, as set out in the Notice. Votes should be submitted via proxy as early as possible.
In the case of non-registered Shareholders who receive these materials through their broker or other intermediary, the Shareholder should complete and send a letter of direction in accordance with the instructions provided by their broker or other intermediary.
Recommendation
Your Board is of the opinion that all the proposals to be considered at the AGM are in the best interests of the Company and its Shareholders as a whole and recommends that you vote in favour of the Resolutions to be proposed at the AGM.
Yours faithfully,
Trakehner Cosec Limited Company Secretary
MOH NIPPON PLC
(Registered in England & Wales with company number 13349097)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of MOH Nippon Plc (the "Company") will be held at 10.00 a.m. on Monday 29 September 2025 at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London, E1W 1AA for the following purposes:
To consider and, if thought fit, pass Resolutions 1 to 14 which will be proposed as Ordinary Resolutions, and Resolutions 15 to 17 which will be proposed as Special Resolutions:
Ordinary Resolutions
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- To receive the Company's financial statements and the report of the board of directors ("Directors") and auditors for the year ended 31 March 2025.
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- To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 March 2025.
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- To approve the Directors' Remuneration Policy, as set out in the Directors' Remuneration Report for the year ended 31 March 2025.
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- To elect Chiaki Takahashi as a Director of the Company.
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- To re-elect Hoken Yanase as a Director of the Company.
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- To re-elect Hiromitsu Sakai as a Director of the Company.
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- To re-elect Frankie Leung as a Director of the Company.
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- To re-elect Kazuo Ichimura as a Director of the Company.
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- To re-elect Nigel Collins as a Director of the Company.
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- To elect Jinyan Ma as a Director of the Company.
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- To elect Paul Kwong as a Director of the Company.
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- To re-appoint MHA Audit Services LLP as Auditor of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the Company.
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- That the Audit Committee be and is hereby authorised to determine the remuneration of the Auditor.
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- That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company ("Relevant Securities") up to a maximum aggregate nominal amount of £949,263 provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, fifteen (15) months from the date of passing this resolution, save that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority conferred had not expired. This resolution revokes and replaces all unexpected authorities previously granted to the Directors to allot shares or grant rights for or to convert any securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
Special Resolutions
- 15 That subject to the passing of resolution 14, the Directors of the Company be and they are generally empowered to allot equity securities (as defined in Section 560 of the Companies Act 2006 (the "Act")) for cash under the authority given by resolution 14 and/or sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to such allotment or sale, provided that such power shall be limited to:
- (a) the allotment of equity securities or sale of treasury shares up to an aggregate nominal value equal to £284,779; and
- (b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) 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) above, 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,
provided that such authorities shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution, or, if earlier, fifteen (15) months from the date of passing this resolution. The Company may, before the expiry of the authority, make an offer or enter into an agreement which would or might require equity securities to be allotted after the expiry of such period and the Directors of the Company may allot equity securities in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.
- 16 That subject to the passing of resolution 14, the Directors of the Company be and they are empowered, in addition to any authority granted under resolution 15, to allot equity securities (as defined in Section 560 of the Companies Act 2006 (the "Act") for cash under the authority given by resolution 14 and/or sell treasury shares for cash, as if Section 561 of the Act did not apply to any such allotment or sale, provided that such power be:
- (a) limited to the allotment of equity securities up to an aggregate nominal value equal to £284,779 and used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles most recently published by the Pre-Emption Group prior to the date of this notice; and
- (b) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) 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) above, 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,
such authority to expire at the end of the next AGM of the Company or, if earlier, fifteen (15) months from the date of passing this resolution 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 Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
17 That, subject to the Articles of Association of the Company as in force from time to time, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
BY ORDER OF THE BOARD OF DIRECTORS
Trakehner Cosec Limited Company Secretary 5 September 2025
Notes:
Entitlement to attend and vote
- The right to attend and vote at the meeting is determined by reference to the Company's register of members. Only a member entered in the register of members at 10.00 a.m. on Thursday 25 September 2025 (or, if this meeting is adjourned, in the register of members 48 hours (ignoring any part of a day that is not a working day) prior to the adjourned meeting) is entitled to attend and vote at the meeting and a member may vote in respect of the number of Ordinary Shares registered in the member's name at that time. Changes to the entries in the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Proxies
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- As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company and you should have received a Form of Proxy with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes set out in the Form of Proxy.
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- Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
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- A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the space provided in the Form of Proxy. If you sign and return the Form of Proxy with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
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- You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you will need to complete a separate Form of Proxy in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrar at Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX; tel. 01252 821390. Calls are charged at the standard rate. If you are outside the United Kingdom, please call +44 1252 821390.
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- If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
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- Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.
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- To be valid for the meeting, a Form of Proxy should be completed, signed and lodged (together with any power of attorney or any other authority under which it is signed or a duly certified copy of such power of authority) with the Company's registrar:
- l by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the onscreen instructions (you can locate your log-in details at the top of the Form of Proxy);
- l by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the Form of Proxy accompanying this notice;
- l in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in notes 13-16 below.
In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 10.00 a.m. on Thursday 25 September 2025.
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- To direct your proxy how to vote on the resolutions mark the appropriate box on the Form of Proxy with an 'X'. To abstain from voting on a resolution, mark the box "vote withheld". A "vote withheld" is not a vote in law which means that the vote will not be counted in the calculation of votes "for" and "against" the resolution. Marking "Discretionary", or failing to mark any box against a resolution, will mean your proxy can vote as he or she wishes or can decide not to vote at all.
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- The Chairman of the meeting shall act as a proxy unless another proxy is desired, in which case, insert the full name of your proxy in the space provided in the Form of Proxy. A proxy will act in his/her discretion in relation to any business, other than that above, at the meeting (including any resolution to amend a resolution or to adjourn the meeting).
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- In the case of a corporation, the Form of Proxy must be executed under its common seal or signed on its behalf by an attorney or officer of the corporation.
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- In the case of joint holders, the vote of the senior holder shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members in respect of the joint holding.
Appointment of proxy using CREST electronic proxy appointment service
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- CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
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- In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent, Share Registrars Limited (ID 7RA36), by 10.00 a.m. on Thursday 25 September 2025. 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.
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- CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International 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(s), to procure that his CREST sponsor or voting service provider(s) take(s)) 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.
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- 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.
Corporate representatives
- A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
Nominated persons
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- Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may have a right under an agreement between him and the shareholder by whom he was nominated, to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
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- The statement of the rights of members in relation to the appointment of proxies as stated above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by members of the Company.
Issued Share Capital and Total Voting Rights
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- As at 4 September 2025, which is the latest practicable date prior to the publication of this notice, the Company's issued share capital comprised 284,779,093 ordinary shares of £0.01 each. Each ordinary share carries the right to one vote at a general meeting of the Company. The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company as at 4 September 2025 is 284,779,093.
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- The Company's website will include information on the number of shares and voting rights.
Members' requests under Section 527 of the Companies Act 2006
- Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish a statement on a website setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the annual general meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the last annual general meeting. The Company may require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
Members' rights to ask questions
- Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Website
- A copy of this notice and other information required by section 311A of the Companies Act 2006 can be found at www.mohnippon.com.
Voting results
- The results of the voting at the Annual General Meeting will be announced through a regulatory information service and will appear on the Company's website at www.mohnippon.com as soon as is practicable.
Communications with the Company
- Except as provided above members who have general queries about the Annual General Meeting should telephone Share Registrars Limited on 01252 821390. Calls are charged at the standard rate. If you are outside the United Kingdom, please call +44 1252 821390. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. No other methods of communication will be accepted. You may not use any electronic address provided either in this notice of annual general meeting, or in any related documents (including the Form of Proxy), to communicate with the Company for any purposes other than those expressly stated.