AGM Information • Aug 30, 2023
AGM Information
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At the annual general meeting of the Company, duly convened and held on 30 August 2023, the following ordinary resolution was duly passed:
Ordinary Resolution 11
To consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution:
"THAT, for the purposes of article 4.4 of the Articles of Incorporation, the Directors of the Company be and they are hereby generally and unconditionally outhorised to exercise all or any of the powers of the Company to issue Ordinary Shores in the Company or to grant rights to subscribe for, or to convert any security into, Ordinory Shares in the Compony:
and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors moy otherwise consider necessory or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any teritory or any other matter, ond generally on such terms and conditions as the Directors may determine (subject always to the Articles of Incorporotion), provided that this authority shal, unless previousiy renewed, varied or revoked by the Compony in general meeting, expire ot the conclusion of the next annual general meeting of the Compony or ot close of business on 30O November 2024 (if earlier) save that the Directors of the Compony moy, before the expiry of such period, make offer or agreement which would or might require Ordinaory Shares to be issued, or rights to subscribe for or to convert ony security into Ordinary Shares to be gronted, after the expiry of such period and the Directors of the Compony may issue Ordinary Shores ond grant rights in pursuance of such offer or agreement os if the authority conferred by this resolution had not expired."
By Order of the Board
Executive Chairman
For and on behalf of Esken Limited Date: 30 August 2023
At the annual general meeting of the Company, duly convened and held on 30 August 2023, the following ordinary resolution was duly passed:
Special Resolution 12
To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution
"THAT, sUbject to the possing of Resolution 11, the Directors of the Compony be ond are hereby generally and unconditionally authorised to issue equity securities (as defined in the Articles of Incorporation) for cash, under the authority given by Resolution 12, and/or to sell Ordinary Shares held by the Company as treasury shores for cash, as if article 5.2 of the Articles of lncorporation did not apply to any such issue or sale, provided that this power shall be limited to:
and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors may otherwise consider necessory or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(b) the issue of equity securities or sale of treasury shares otherwise than pursuant to paragraph (a) above up to an aggregote nominal amount of £5, 126,683.70,
and such power shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next onnual general meeting of the Company or at close of business on 30 November 2024 (if earlier) save thot the Directors of the Company may, before the expiry of such period, make an offer or agreement which would or might require equity securities to be issued and treasury shares to be sold after the expiry of such period and the Directors of the Company may issue equity securities and sell treasury shares in pursuance of such offer or agreement as if such power had not expired."
By rder of the Board
Executive Chairman For and on behalf of Esken Limited Date: 30 August 2023
At the annual general meeting of the Company, duly convened and held on 30 August 2023, the following ordinary resolution was duly passed:
Special Resolution 13
To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:
"THAT, Subject to the passing of Resolutions 1l and 12, the Directors of the Company be and are hereby generally and unconditionally authorised to issue equity securities (as defined in the Articles of Incorporation) for cash, under the authority given by Resolution 11, and/or to sell Ordinary Shares held by the Company as treasury shares for cash, as if article 5.2 of the Articles of Incorporation did not apply to any such issue or sale, provided thot:
and such power shall, unless previously renewed, varied or revoked by the Compony in general meeting, expire at the conclusion of the next annual general meeting of the Compony or at close of business on 30 November 2024 (if earlier) save thot the Directors of the Compony may, before the expiry of such period, make an offer or agreement which would or might require equity securities to be issued and treasury shares to be sold after the expiry of such period and the Directors of the Company may issue equity securities and sell treasury shares in pursuance of such offer or agreement as if such power had not expired."
By Order of the Board
Executive Chairman
For and on behalf of Esken Limited Date: 30 August 2023
At the annual general meeting of the Company, duly convened and held on 30 August 2023, the fllowing ordinary resolution was duly passed:
Special Resolution 14
To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:
"THAT in accordonce with the Companies (Guernsey) Law, 2008 as amended, and in substitution for all existing authorities, the Company be, and hereby is generally, and unconditionally authorised to make one or more market acquisitions as defined in section 316 of the Companies (Guernsey) Law, 2008 of its Ordinary Shares on such terms and in such manner as the Directors may determine, provided that:
By Qrder pf the Board
Executive Chairman For and on behalf of Esken Limited Date: 30 August 2023
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