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JLEN Environmental Assets Group Ltd. AGM Information 2021

Jun 24, 2021

6277_agm-r_2021-06-24_496aae1b-6d8b-41e7-a449-f3cab970397a.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING JLEN ENVIRONMENTAL ASSETS GROUP LIMITED

(a closed-ended company incorporated in Guernsey with registration number 57682)

Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR Tel: +44 (0) 1481 737600 Fax: +44 (0) 1481 749829

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, as amended.

If you have sold or otherwise transferred all of your ordinary shares in the Company ("Ordinary Shares"), you should send this document, together with the accompanying proxy form, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

COVID-19 Restrictions

The Directors wish to reassure shareholders that the Company has considered the potential impact of the Covid-19 pandemic on the AGM and the restrictive measures in place as at the date of posting this Notice.

The Board recognises the ongoing public health advice in relation to travel at this time and notes the latest update from the States of Guernsey Civil Contingencies Authority which recognised the rising prevalence levels across many UK regions and that from 1 July 2021, only fully vaccinated individuals who are 14 days or more post their second vaccination arriving into the Bailiwick of Guernsey from a country within the Common Travel Area will not be required to undergo a Covid-19 test or complete any period of self-isolation upon arrival. Whilst it remains the Board's intention that the annual general meeting will take place as scheduled on 2 September 2021, it should be noted that global developments ahead of, and following 1 July 2021 may impact current guidance, and travel restrictions and regulations for those arriving into the Bailiwick of Guernsey could change at short notice. Shareholders are encouraged to submit their votes by proxy in advance of the meeting, and may provide details of any questions they may have to the Company Secretary in advance of the meeting. Responses to any queries will be made available on the Company's website, following the meeting.

NOTICE IS HEREBY GIVEN that the annual general meeting of JLEN Environmental Assets Group Limited (the "Company") will be held at Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR on Thursday, 2 September 2021 at 10:00 a.m. for the transaction of the following business:

ORDINARY BUSINESS

To consider and, if thought fit, pass the following resolutions, each of which will be proposed as an ordinary resolution:

    1. To receive and consider the audited accounts, the Directors' report and the Auditors' report for the year ended 31 March 2021.
    1. To approve the Directors' remuneration for the year ended 31 March 2021 as provided in the Directors' Remuneration Report.
    1. THAT Mr Richard Morse be re-elected as a Director of the Company.
    1. THAT Mr Richard Ramsay be re-elected as a Director of the Company.
    1. THAT Mr Hans Joern Rieks be re-elected as a Director of the Company.
    1. THAT Ms Stephanie Coxon be re-elected as a Director of the Company.
    1. THAT Mr Alan Bates be re-elected as a Director of the Company.
    1. THAT Ms Jo Harrison be re-elected as a Director of the Company.
    1. THAT Deloitte LLP, who have indicated their willingness to continue in office, be re-appointed as Auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the Company.
    1. THAT the Directors be authorised to determine the remuneration of the Auditors for their next period of office.

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions of which resolutions 11 and 12 will be proposed as ordinary resolutions and resolutions 13 and 14 will be proposed as special resolutions:

    1. THAT the interim dividend of 1.69 pence per Ordinary Share in respect of the period 1 April 2020 to 30 June 2020, the interim dividend of 1.69 pence per Ordinary Share in respect of the period 1 July 2020 to 30 September 2020, the interim dividend of 1.69 pence per Ordinary Share in respect of the period 1 October 2020 to 31 December 2020 and the interim dividend of 1.69 pence per Ordinary Share in respect of the period 1 January 2021 to 31 March 2021 declared by the Company be approved.
    1. THAT, in accordance with Article 45 of the Articles of Incorporation of the Company (the "Articles"), the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the annual general meeting of the Company to be held in 2022, offer shareholders the right to elect to receive further shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.
    1. THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to the UK Listing Rules and all other applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its Ordinary Shares in issue, provided that:
  • a. the maximum number of Ordinary Shares hereby authorised to be purchased is 14.99 per cent. per annum of the Ordinary Shares in issue immediately following the passing of this resolution;
  • b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence;
  • c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of (i) 5 per cent. above the average market value for the five business days prior to the day the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of the Ordinary Shares on the trading venues where the purchase is carried out;
  • d. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2022 or 18 months from the date of this resolution, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time;
  • e. the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract; and
  • f. any Ordinary Share bought back may be held in treasury in accordance with the Law or be subsequently cancelled by the Company.

  • THAT pursuant to Article 7.7 of the Articles, the provisions of Article 7.2 of the Articles shall not apply and shall be excluded in relation to the issue of up to an aggregate number of Ordinary Shares as represents up to 10 per cent. of the number of Ordinary Shares admitted to trading on London Stock Exchange plc's main market for listed securities immediately following the passing of this resolution, provided that such disapplication and exclusion shall expire on the date which is 18 months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company following the date of the passing of this resolution (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may before such expiry make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and the Directors may allot Ordinary Shares in pursuance of such an offer or agreement as if the disapplication and exclusion conferred hereby had not expired.

BY ORDER OF THE BOARD

Praxis Fund Services Limited Company Secretary

24 June 2021

Sarnia House Le Truchot St Peter Port Guernsey

EXPLANATORY NOTES:

Directors' remuneration – resolution 2:

Under the Law, Guernsey-registered companies are not required to publish a Directors' Remuneration Report. However, in consideration of best practices in corporate governance the Company has included details of its Directors' remuneration within the Annual Report and Accounts for the year ended 31 March 2021 and an ordinary resolution will be proposed seeking shareholder approval of the Directors' remuneration. This is an advisory rather than a binding vote.

Re-election of Directors – resolutions 3–8:

Pursuant to the AIC Code of Corporate Governance published in February 2019 (the "AIC Code"), all Directors should be subject to annual re-election by shareholders.

Having undertaken an evaluation of the performance of the individual Directors, the Board considers that the contributions of each of the Directors proposed to be re-elected as a Director of the Company are, and will continue to be, important to the Company's long-term sustainable success. The Board has determined that each of its members is an effective Director given that they each have the relevant experience and skills to allow them to effectively contribute to the risk management and portfolio management functions of the Board. Further details of each Director's specific contributions to overall Board effectiveness, together with a biography of each Director standing for re-election, are set out below. As part of the Board's succession planning arrangements, Peter Neville is not standing for re-election by shareholders at the 2021 AGM.

As set out in the Annual Report and Accounts for the year ended 31 March 2021, the Company currently complies with the principles of good governance contained in the AIC Code and has determined that each of the Directors is independent in accordance with such principles.

The selection of the Board by the Company was based on the Directors' complementary skill sets and experience, as set out in more detail in the biographies on pages 102 to 103 of the Annual Report and Accounts for the year ended 31 March 2021. The process involved the use of external search consultancies, the Company's network of existing contacts, and candidates were vetted using a combination of interviews and questionnaires to determine suitability for the role.

Pursuant to Article 29.2 of the Articles, the Board shall have power at any time to appoint any person eligible in accordance with Section 137 of the Law to be a Director either to fill a casual vacancy or as an addition to the existing Directors, with any Director so appointed holding office until the following annual general meeting and shall then be eligible for re-election. The Board appointed Ms Jo Harrison and Mr Alan Bates as Directors of the Company effective 10 June 2021 and, in accordance with Article 29.2, Ms Harrison and Mr Bates are standing for re-election at the 2021 AGM.

Richard Morse (Chairman and Chair of the Nomination Committee)

Richard has more than 33 years' experience in energy and infrastructure, including environmental energy. He is a partner at Opus Corporate Finance, where he is a leader in the environmental energy practice. His current boardroom experience includes Bazalgette Tunnel Limited (Deputy Chairman and Chairman of the Audit & Treasury Committee), Woodard Corporation (Chairman), and Heathrow Southern Railway Limited (non-executive director). Richard is the Chair of the Nomination Committee.

During the year, Richard has effectively led the Board through a breadth of strategic activities, helping to develop the Company's succession planning arrangements which led to the identification and subsequently the appointment of Jo Harrison and Alan Bates, who became directors of the Company on 10 June 2021. Richard has regularly attended operational meetings with the Investment Adviser, and took a lead role in overseeing the process for changes to the Company's investment policy and the Articles which received Shareholder approval in March 2021. Richard is Chair of the Nomination Committee. The Board recommends that shareholders vote in favour of Mr Morse's re-election at the AGM.

Richard Ramsay (Senior Independent Director)

Richard is a chartered accountant with considerable experience of the energy sector and the closed-end fund industry. He is currently Chairman of Momentum Multi Asset Value Trust plc, an investment trust. Richard's previous energy sector experience includes: leading the Barclays de Zoete Wedd team that privatised the Scottish electricity industry; a period at Ofgem as Managing Director Finance and Regulation; and working as director of the Shareholder Executive, principally involved with government businesses in the nuclear sector, and chairman of Northcourt Ltd, a provider globally of nuclear insurance. At Ivory & Sime, Barclays de Zoete Wedd and latterly at Intelli Corporate Finance, he has worked as a corporate adviser in the closed-end funds sector, completing over £2.5 billion of transactions. He has also previously been a director of two investment trusts and one venture capital trust. Richard is a member of the Audit Committee.

As Senior Independent Director, Richard has supported the Board and has worked closely with the Chairman on matters concerning capital raising strategy, Board effectiveness and investor relations. Richard continued to be available to the Company's key stakeholders as a channel through which any concerns or issues may be raised. During the year this included representing the Board in discussions following concerns raised by local councils and residents close to one of the AD sites regarding the impact of harvest traffic to the site (further details are provided on page 31 of the Annual Report). As part of the Board's performance evaluation process for the financial year, Richard was also responsible for the Board's review of the effectiveness of the Chairman. It is intended that Richard continues in his role as Senior Independent Director and the Board recommends that shareholders vote in favour of his re-election at the AGM.

Hans Joern Rieks (Chair of the Risk Committee)

Hans has over 25 years' experience within the global wind industry and has previously worked for Siemens Gamesa and Vestas Central Europe. He is highly regarded in the energy sector and has successfully led growth agendas and international strategies. An engineer by background, Hans has a strong technical grounding and excellent operational experience of how to manage the constantly evolving renewables landscape. Hans formerly led the Siemens wind business in EMEA, crafting and implementing a growth strategy, as well as being directly involved in the merger with Gamesa. Prior to this, he was President and CEO of Vestas Central Europe and member of the Group Management of Vestas Wind Systems A/S. Hans is Chair of the Risk Committee and is a member of the Nomination Committee.

Hans is Chair of the Risk Committee, an integral function of the Company's overall risk management and governance framework. Hans provides the Board with considerable industry experience in operating renewable infrastructure assets which continues to provide invaluable insight into the commercial environment and risk factors affecting assets in the Company's existing portfolio, reinforcing and contributing to the effectiveness of the Company's processes for identifying and assessing emerging risk factors as the Company continues to diversify its portfolio. It is intended that Hans continues in his role as the Chair of the Risk Committee. It is recommended that shareholders vote in favour of Mr Rieks' re-election at the AGM.

Stephanie Coxon (Director)

Stephanie has 15 years' experience within audit and advisory with PwC in the asset management sector, specialising in listed investment funds in a multitude of asset classes. She has a wealth of knowledge, having advised numerous investment managers throughout the UK, US and Europe on initial public offerings and secondary offerings. Stephanie is a fellow of the Institute of Chartered Accountants in England and Wales. Stephanie is a director of Apax Global Alpha Limited, PPHE Hotels Group Limited and PraxisIFM Group Limited. Prior to joining the JLEN Board and over the past nine years, Stephanie led the PwC capital markets team responsible for advising on the listing process for UK, Guernsey and Jersey investment funds. Stephanie is a member of the Audit Committee and the Risk Committee.

Stephanie is a highly active member of both the Risk Committee and the Audit Committee and has provided valuable industry experience and insight to the Board during the year following her appointment in June 2020. Stephanie has taken an active role in attending regular operational update meetings with the Investment Adviser, providing input to the Company's approach to investor research, and providing additional support during the year to the Audit Committee Chair in dealings with the independent valuer and the external auditor. It is intended that following Peter Neville's resignation, Stephanie is appointed as Chair of the Audit Committee. It is recommended that shareholders vote in favour of Ms Coxon's re-appointment at the AGM.

EXPLANATORY NOTES: continued

Re-election of Directors – resolutions 3-8: continued Alan Bates (Director)

Alan has over 30 years' experience in the energy and infrastructure sectors including electricity, gas and water utilities. He has extensive experience in infrastructure operations and has excellent strategic and commercial skills. He has developed a broad understanding of the dynamics behind the energy transition and has assisted the Government of Guernsey in developing its energy policy. Alan has been the CEO of Guernsey Electricity since 2010 and is a Director of the Channel Islands Electricity Grid. Alan has an engineering background and is a Chartered Engineer, a Fellow of the Institute of Mechanical Engineers and a Member of the Institute of Engineering Technology.

Alan brings a wealth of experience to the Board from his extensive engineering background and his operational experience in the energy industry. These skillsets were identified during the Board's succession planning process as being highly desirable in a potential candidate and would be complimentary to the existing skillsets represented on the Board, and are directly relevant to the Company's operational activities. Accordingly, the Board is confident that Alan's appointment will support the Company's future leadership being provided by a highly effective Board, and the Board recommends that shareholders vote in favour of Mr Bates' re-appointment at the AGM.

Jo Harrison (Director)

Jo has over 20 years' experience working in the water industry and is the Director of Environment, Planning and Innovation at United Utilities, where she is accountable for leading the approach to environmental and long-term planning; including developing and strengthening the approach to all aspects of the environment, climate change and carbon, asset management, risk and resilience. Jo is a chartered member of the Institute of Water and Environmental Managers and is a Chartered Environmentalist. Jo is also a trustee of the Community Forest Trust and is a trustee of the Rivers Trust. Jo has worked for United Utilities since 1998 and has a BSc in Geography and Ecology from the University of Sheffield and a MSc in Pollution and Environmental Control from Manchester University.

Jo brings a wealth of knowledge and leadership on environmental, social and governance matters to the Board, and the Board recommends that shareholders vote in favour of Ms Harrison's re-appointment at the AGM.

Re-appointment and remuneration of the Auditors – resolutions 9-10:

Shareholders are asked to vote on the re-appointment of Deloitte LLP as the Company's Auditors until the conclusion of the next AGM to be held in 2022, and to grant authority to the Directors to determine Deloitte LLP's remuneration for their services as Auditors to the Company in respect of their next period of office.

Approval of interim dividends – resolution 11:

In line with corporate governance best practice, the Board wishes to afford the shareholders the ability to approve the interim dividends the Company has paid in this financial year. As such interim dividends have already been declared and paid, this is an advisory rather than a binding vote.

Scrip dividends – resolution 12:

This resolution allows the Directors to offer shareholders the right to elect to receive further Ordinary Shares, credited as fully paid, instead of cash in respect of all or any part of any dividend (a scrip dividend). The Directors believe that the ability for shareholders to elect to receive future dividends from the Company wholly or partly in the form of new Ordinary Shares in the Company rather than cash will benefit the Company as it will benefit from the ability to retain cash which would otherwise be paid as dividends. It may also benefit certain shareholders depending on their tax status.

Market acquisitions – resolution 13:

This resolution renews the share buy-back authority that was given by the Company's shareholders on 3 September 2020. Resolution 13 gives the Company authority to make market acquisitions of the Company's own Ordinary Shares, up to a maximum of 14.99 per cent. per annum of the Company's Ordinary Shares in issue (as at the time immediately following the passing of the resolution) and subject to minimum and maximum purchase prices as set out in parts b. and c. of resolution 13. This authority will only be invoked if, after taking proper advice, the Directors consider that benefits will accrue to shareholders generally.

In normal market circumstances the Directors intend to favour pro rata capital distributions ahead of Ordinary Share repurchases in the market, however, if the Ordinary Shares have traded at a significant discount to net asset value for a prolonged period the Board will seek to prioritise the use of net income after the payment of dividends on market repurchases over other uses of capital. If the Board does decide that the Company should repurchase Ordinary Shares, purchases will only be made through the market for cash at prices below the estimated prevailing net asset value per Ordinary Share where the Directors believe such purchases will result in an increase in the net asset value per Ordinary Share.

The Board notes the view taken by PIRC and their opposition of resolutions granting a general authority to undertake share buy-backs, and the efforts by the AIC to engage with PIRC, as explained in the AIC's July 2020 note titled 'Controlling discounts and increasing shareholder value' which explains the use of share buy-backs by closed-ended investment companies and how the investment company practice differed from trading companies.

As stated above, purchases will only be made in circumstances where doing so would be accretive to existing shareholders. The Board recognises their duty under the AIC Code to monitor the Company's share price and to take action to address discounts to NAV. The Company's shares have consistently traded at a premium to NAV since launch and, to-date, the Board has not exercised the general authority for the Company to purchase its own shares. The Board adopts a conservative approach to discount management and will only undertake purchases after careful consideration and in consultation with advisers to ensure that doing so would benefit long-term shareholders.

The Board disagrees with PIRC's stance and believes that share buy-backs are an appropriate mechanism to control discount volatility, and that investment company shareholders understand and support the use of buy-backs by investment company boards as such has been shown to help deliver shareholder value. Accordingly, the Board recommends that Shareholders vote in favour of Resolution 13.

Disapplication of pre-emption rights – resolution 14:

Special resolution 14, a standard resolution for investment companies listed under Chapter 15 of the UK Listing Rules, renews the authority given to the Directors by the Company's shareholders on 3 September 2020 to allot Ordinary Shares for cash without first offering them to existing holders on a pro rata basis. The number of shares allotted under this authority is up to 10 per cent. of the number of Ordinary Shares admitted to trading on London Stock Exchange plc's main market for listed securities immediately following the passing of this resolution.

If resolution 14 is passed, shareholders will be granting Directors the authority to allot up to 10.0 per cent. of the existing issued Ordinary Share capital of the Company. This authority, if given, will lapse at the conclusion of the 2022 AGM of the Company.

The Directors do not currently intend to issue Ordinary Shares pursuant to the authority granted by resolution 14 other than to take advantage of opportunities in the market as they arise and only if they believe it would be advantageous to the Company's shareholders to do so.

The Directors confirm that no issue of new Ordinary Shares will be made pursuant to the authority granted by resolution 14 unless the lowest market offer price of the Ordinary Shares is at least a premium to the latest published net asset value.

Covid-19 restrictions and investor participation at the AGM

The Board fully supports the measures being taken by relevant authorities to protect public health and safety. The Board recognises the ongoing public health advice in relation to travel at this time and notes the latest update from the States of Guernsey Civil Contingencies Authority which recognised the rising prevalence levels across many UK regions and that from 1 July 2021, only fully vaccinated individuals who are 14 days or more post their second vaccination arriving into the Bailiwick of Guernsey from a country within the Common Travel Area will not be required to undergo a Covid-19 test or complete any period of self-isolation upon arrival.

Whilst it remains the Board's intention that the annual general meeting will take place as scheduled on 2 September 2021, it should be noted that global developments ahead of, and following 1 July 2021 may impact current guidance, and travel restrictions and regulations for those arriving into the Bailiwick of Guernsey could change at short notice. Shareholders are encouraged to submit their votes by proxy in advance of the meeting and may provide details of any questions they may have to the Company Secretary in advance of the meeting. Responses to any queries will be made available on the Company's website, following the meeting.

Note from the Board:

Members are requested to submit their votes in respect of all of the resolutions proposed in this Notice of AGM. It is the recommendation of the Board that members vote in favour of each resolution on the basis that the Board considers their passing to be in the best interests of the members as a whole.

The below named directors are each also a member of the Company, and each intends to vote in favour of all resolutions (other than the resolution in respect of his or her own re-election, if applicable) proposed in this Notice of AGM. Their holdings as at the date of this Notice of AGM are as follows:-

Ordinary Shares of no
par value each held
Percentage of total
issued share capital
Richard Morse 103,535 0.02%
Richard Ramsay 53,813 0.01%
Peter Neville 29,896 0.00%

Information as to how to vote can be found in the Notes on page 8 or contained in the notes to the Form of Proxy, which accompanies this Notice of AGM.

NOTES TO THE NOTICE OF AGM:

    1. Subject to any restrictions on physical attendance at the AGM that the Chairman may consider necessary or desirable as a result of Covid-19 or otherwise, a member is entitled to attend and vote at the meeting provided that all calls due from him/her in respect of his/her shares have been paid. A member is also entitled to appoint one or more proxies to attend, speak and vote on his/her behalf at the meeting. The proxy need not be a member of the Company. A form of proxy is enclosed with this Notice of AGM. To be effective, the instrument appointing a proxy (together with any power of attorney or other authority under which it is executed or a duly certified copy of such power) must be sent to PXS 1 Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, by no later than 10:00 a.m. on Tuesday, 31 August 2021, or not less than 48 hours before (excluding weekends and bank holidays) the time for holding any adjourned meeting, as the case may be. A corporation may execute a proxy under its common seal or by the hand of a duly authorised officer or other agent. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting.
    1. An ordinary resolution of the members (or of a class of members) of the Company means a resolution passed by a simple majority.
    1. A special resolution of the members (or of a class of members) of the Company means a resolution passed by a majority of not less than 75%.
    1. The quorum for the AGM is at least one member present in person or by proxy and holding 5% or more of the voting rights available at such meeting.
    1. Joint registered holders of shares shall not have the right of voting individually in respect of such share but shall elect one of their number to represent them and to vote whether in person or by proxy in their name. In default of such election the person whose name stands first on the register of members of the Company shall alone be entitled to vote.
    1. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the register of members of the Company at close of business on Tuesday, 31 August 2021 (or in the event that the meeting is adjourned, only those members registered on the register of members of the Company as at close of business on the day which is two days prior to (excluding weekends and bank holidays) the adjourned meeting) shall be entitled to attend in person or by proxy and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
    1. A copy of this Notice of AGM is available on the Company's website: www.jlen.com.
    1. The total issued share capital of the Company as at the date of this Notice of AGM is 601,392,027 Ordinary Shares. Pursuant to the Articles, on a show of hands every member (being an individual) present in person or by proxy or (being a corporation) present by a duly authorised representative shall have one vote on a show of hands, and one vote per Ordinary Share on a poll (other than the Company itself where it holds its own shares as treasury shares). As at the date of this Notice of AGM, there are no outstanding warrants and/or options to subscribe for Ordinary Shares and there are no treasury shares in issue.
    1. You may also vote your shares electronically at www.signalshares.com so as to have been received by the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it. By registering on the Signal shares portal at www.signalshares.com, you can manage your shareholding, including cast your vote, change your dividend payment instruction, update your address, and select your communication preferences.