AGM Information • Feb 12, 2024
AGM Information
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If you are in any doubt as to what action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or other professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you sell or have recently sold or transferred all of your ordinary shares in Everest Global plc, please forward this Notice and accompanying Form of Proxy at once 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. If you sell or have sold only part of your holding of ordinary shares in Everest Global plc, please consult the person through whom the sale or transfer was effected. However, this Notice should not be forwarded to or sent in or into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.
(incorporated and registered in England and Wales under number 07913053)
Notice of a General Meeting of Everest Global plc (the "Company") to be held at the offices of Keystone law, 1st Floor, 48 Chancery Lane, London, WC2A 1JF at 11am on 28 February 2024 is set out in pages 4 to 7 of this document.
A form of proxy for use at the General Meeting is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by the Company's Registrars, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD as soon as possible and in any event so as to arrive no later than 11am on 26 February 2024. Completion and return of a form of proxy will not prevent members from attending and voting in person should they wish to do so.
(incorporated and registered in England and Wales under number 07913053)
Registered Office 1st Floor 48 Chancery Lane London WC2A 1JF
12 February 2024
To the holders of shares in Everest Global plc
Dear Shareholder
I am pleased to be writing to you with details of a General Meeting ("GM") which we are holding at the offices Keystone law, 1st Floor, 48 Chancery Lane, London, WC2A 1JF at 11am on 28 February 2024.
In the notice of our last Annual General Meeting we explained that, following the resignation of the company's auditor, Jeffreys Henry, the company was in the process of appointing a new auditor. As a result, the accounts for the year ending 31 October 2022 were delayed. The resignation of Jeffreys Henry was due to their withdrawal from auditing Public Interest Entity (PIE) companies such as Everest Global plc. We circulated to shareholders a copy of Jeffreys Henry's letter of resignation, which has been filed at the Companies Registry, which confirms that there are no circumstances connected with their resignation which they consider should be brought to the attention of the company's members or creditors.
We are pleased to have appointed RPG Crouch Chapman LLP as our auditors who audited our accounts for the year ending 31 October 2022 for the company, a copy of which are enclosed with this notice.
As at the 6 months ended 30 April 2023, and as explained in the prospectus issued by the company on 31 October 2023, the value of the Company's net assets is less than half of its called-up share capital. In such circumstances, the directors are required under section 656 of the Companies Act 2006 to convene a general meeting of the Company for the purpose of considering whether any, and if so what, steps should be taken in relation to the situation. Accordingly, this matter will be discussed at this GM. The Board welcomes dialogue with the Company's shareholders, and the GM will provide a forum for such discussions to take place, but no resolutions will be proposed at the GM in relation to the serious loss of capital.
The formal notice of GM is set out on pages 4 to 6 of this document. A copy of this notice at www.everestglobalplc.com.
If you would like to vote on the resolutions, but cannot come to the GM, please fill in the proxy form sent to you with this notice and return it in accordance with the instructions printed on the form as soon as possible. It must be received by 11am on 26 February 2024.
Resolutions 1 to 5 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed more than half of the votes cast must be in favour of the resolution.
A summary of the resolutions proposed is set out on page 7 of this document.
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The directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Your board will be voting in favour of them and unanimously recommend that you vote in favour of them.
My board colleagues and I thank you for your support.
Yours faithfully
Andy Sui Chief Executive Officer NOTICE is hereby given that the General Meeting of Everest Global plc (the "Company") will be held at Keystone law, 1st Floor, 48 Chancery Lane, London, WC2A 1JFat 11am on 28 February 2024 to consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions.
By Order of the Board Stephen Clow Company Secretary Dated: 12 February 2024
Registered Office: 1st Floor 48 Chancery Lane London WC2A 1JF
to publish on a website a statement 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 General Meeting for the financial year beginning 1 November 2021; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year beginning 1 November 2021 ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) 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 Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the General Meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
It is proposed to receive the annual accounts for the period ended 31 October 2022, together with the reports of the directors and auditors;
The board recommends the confirmation of the appointment of RPG Crouch Chapman LLP as auditors, to hold office until the next meeting at which accounts are laid. Resolution 3 is a separate resolution which will grant authority to the directors to determine the Auditor's remuneration.
In resolution 4 shareholders are asked to approve the directors' remuneration policy. This is set out on pages 16 of the annual accounts and reports for the year ended 31 October 2022
In resolution 5 shareholders are asked to approve the remainder of the directors' remuneration report, excluding the directors' remuneration policy. This is set out on pages 16 and 17 of the annual accounts and reports for the year ended 31 October 2022. Resolution 5 is an advisory vote.
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