AGM Information • Jul 28, 2020
AGM Information
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Nuformix plc 6th Floor 60 Gracechurch Street London, EC3V 0HR United Kingdom
www.nuformix.com
28 July 2020
Dear Shareholder,
Please accept this letter as notification that the Annual Report and Accounts for the year ended 31 March 2020 and the Notice of the 2020 Annual General Meeting have now been published on the Company's website at www.nuformix.com and are enclosed for shareholders who elected for a hard copy of the report.
In light of the Coronavirus (Covid-19) pandemic and the social distancing measures in place, shareholders will not be able to attend the Annual General Meeting ("AGM") in person. The Company's AGM will be held at 11.00 a.m. on Thursday 20 August 2020 proceeding as an electronic 'closed meeting' attended by a shareholding director and one other shareholder who are able to form a quorum. Directors who are not shareholders are eligible to attend. Arrangements for the AGM may also need to change at short notice.
This letter does not contain the full details of the resolutions to be tabled at the meeting. These are contained in the Notice of the AGM, included in the Annual Report and Accounts, and should be read before you complete your vote. The Directors consider that the proposed resolutions contained in the Notice of the AGM are in the best interests of the Company and shareholders as a whole and unanimously recommend that you vote in favour of them, as they intend to do in respect of their own shareholdings.
The Company will continue to update shareholders in the usual way, via the Regulatory News System ("RNS"). Please do not attempt to attend the AGM in person as the Company reserves the right to take such measures as it considers appropriate to comply with Government guidance and to seek to ensure the health and security of those attending and/or take measures that are mandated or recommended by the UK Government.
You will not receive a hard copy form of proxy for the AGM in the post. Instead, you will be able to vote electronically at www.signalshares.com. You will need to log into your Signal Shares account or register if you have not previously done so. To register you will need your Investor Code which is detailed on your share certificate.
Given the current circumstances, the Company strongly encourages shareholders to vote electronically. Instructions on voting are attached to the Notice of AGM sent out to shareholders and can also be found on the Company's website. Shareholders may also wish to submit questions in advance via e-mail to [email protected] by Thursday 13 August 2020 being one week prior to the date of the AGM. We will endeavour to respond to questions raised directly, or by publishing responses on our website.
If you need help with voting online, please contact our Registrar, Link Asset Services, on Tel: 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales. During this challenging time, extra pressure is being put on telephone services and it may just take a little longer to get through than normal. Or email Link at [email protected].
On account of the 'stay at home measures', shareholders wishing to appoint a proxy to act for them are recommended to appoint the Chairman of the Meeting for this purpose. Proxy votes must be received by no later than 11.00 a.m. on Tuesday 18 August 2020.
May I take this opportunity to thank you for your continued support as a shareholder of Nuformix plc and to wish you and your families well during these difficult times.
Yours faithfully
Dr Chris Blackwell Executive Chairman
This letter has been sent to registered shareholders who have elected to receive communications by post and to certain beneficial owners of shares who have been nominated by their registered holders of shares to enjoy information rights in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Such nominated persons are advised that, in order to vote at the forthcoming Annual General Meeting, they must issue an instruction to the registered holder of their shares. The Company may only accept instructions from registered holders of its shares and it would therefore be unable to act upon any instructions received from nominated persons.
Registered in England and Wales. Reg No. 09632100.
IN LIGHT OF THE CORONAVIRUS (COVID-19) PANDEMIC AND THE SOCIAL DISTANCING MEASURES IN PLACE SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE AGM IN PERSON.
THE MEETING WILL PROCEED AS AN ELECTRONIC 'CLOSED MEETING' ATTENDED BY A SHAREHOLDING DIRECTOR AND ONE OTHER SHAREHOLDER WHO TOGETHER ARE ABLE TO FORM A QUORUM. DIRECTORS WHO ARE NOT SHAREHOLDERS ARE ELIGIBLE TO ATTEND.
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NOTICE IS GIVEN that the Annual General Meeting (the "AGM") of Nuformix plc (the "Company") will be held at 11.00am on Thursday 20 August 2020 to consider and if thought fit, pass the following resolutions. Resolutions 1 to 8 will be proposed as ordinary resolutions and resolutions 9 to 12 will be proposed as special resolutions.

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legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
(b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount or (in the case of any other equity securities) giving the right to subscribe for or convert into relevant shares having a nominal amount, not exceeding in aggregate £24,507.25
and this authority shall expire, unless previously revoked, renewed or varied, at the conclusion of the next Annual General Meeting of the Company or at the close of business on 30 September 2021, whichever is earlier, except that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot securities under such offer or agreement as if this power had not expired.
such authority to expire at the end of the annual general meeting of the Company in 2021 or at the close of business on 30 September 2021, whichever is the earlier, but, in each case, so that the Company may, before such expiry, 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 given by this resolution has expired, and the Directors may allot equity securities or sell treasury shares under any such offer or agreement as if the authority had not expired.
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Roger Jones Company Secretary
28 July 2020
The following notes explain your general rights as a shareholder and your right to vote at this Meeting or to appoint someone else to vote on your behalf.
In order for a proxy appointment to be valid a form of proxy must be completed. In each case the form of proxy must be received by Link Asset Services at 34 Beckenham Road, Beckenham, Kent, BR3 4TU by 11.00am on 18 August 2020.
By Order of the Board Registered Office 6th Floor, 60 Gracechurch Street London EC3V 0HR
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Company law requires the Directors to present the annual report and accounts of the Company to shareholders in respect of each financial year.
The remuneration report is set out on pages 21 to 24 of the annual financial report. It gives details of the Directors' remuneration for the year ended 31 March 2020. The vote is advisory and does not affect the actual remuneration paid to any individual Director.
The Company's articles of association provide for each director to retire from office at the third annual general meeting after the annual general meeting at which he/she was previously appointed or reappointed. However, in line with the recommendations set out in the UK Corporate Governance Code, all Directors will be standing down and offering themselves for re-election by shareholders at this year's AGM. Karl Keegan was appointed to the board on 17 February 2020 and is seeking election by the shareholders for the first time. Directors' biographical details are given on page 14 of the annual financial report.
The Company is required to appoint an auditor at each general meeting at which accounts are laid before the members, to hold office until the conclusion of the next such meeting. Resolution 6 is for members to reappoint haysmacintyre LLP as auditors of the Company and resolution 7 proposes that shareholders authorise the Board to determine the remuneration of the auditors. In practice, the audit committee will consider the audit fees and recommend them to the Board.
At the 2019 Annual General Meeting, the Directors were given authority to allot shares in the Company and Resolution 8 seeks to renew that authority until the conclusion of the next AGM or 30 September 2021, whichever is earlier. The resolution would give the Directors authority to allot ordinary shares, and grant rights to subscribe for or convert any security into shares in the Company, up to an aggregate nominal value of £163,381.69. This amount represents one-third of the issued ordinary share capital of the Company as at 28 July 2020, the latest practicable date prior to the publication of this document. The Directors have no present intention to allot new shares.
If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings (known as pre-emption rights). Resolution 9(a) seeks shareholder approval to allot ordinary shares or other equity securities, or sell treasury shares, for cash on a pre-emptive basis but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain situations. Resolutions 9(b) and 10 give the Directors the authority to allot a limited number of equity securities, or sell treasury shares, for cash without first offering them to existing shareholders in proportion to their existing holdings. The authority:
a. pursuant to Resolution 9(b) is limited to the aggregate nominal amount of £24,507.25 which is equivalent to approximately 5% of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 28 July 2020 (being the latest practicable date prior to the publication of this Notice) without restriction as to the use of proceeds of those allotments; and
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b. pursuant to Resolution 10 is limited to a further aggregate nominal amount of £24,507.25 which is equivalent to approximately 5% of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 28 July 2020 (being the latest practicable date prior to the publication of this Notice), to be used only in connection with an acquisition or specified capital investment (within the meaning of the Statement of Principles) which is announced contemporaneously with the allotment or sale, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue or sale.
In respect of the authority referred to Resolution 9(b), the Board also confirms its intention to follow the provisions of the Statement of Principles, including where the Statement of Principles provide that usage of such authority in excess of 7.5% of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year period should not take place without prior consultation with shareholders or in connection with an acquisition or specified capital investment as referred to above. The Board considers the authorities given by Resolutions 9 and 10 to be appropriate on occasions when, in order to act in the best interests of the Company, the Directors need the flexibility to finance business opportunities as they arise or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions. These authorities in Resolutions 9 and 10 will automatically expire at the conclusion of the next annual general meeting of the Company or at the close of business on 30 September 2021, whichever is earlier.
Under company law, the Company requires authorisation from shareholders if it wishes to purchase its own shares. The resolution specifies the maximum number of shares that may be purchased (approximately 15 per cent of the Company's issued share capital) and the highest and lowest prices at which they may be bought.
If the Company buys back its own shares it may cancel them immediately or hold them in treasury. Treasury shares may be sold for cash or cancelled. The Directors believe that it is desirable for the Company to have this choice as it will give flexibility in the management of its capital base.
The Directors have no present intention of exercising this authority but will keep under review the Company's potential to buy back its shares, taking into account other investment and funding opportunities. The authority will only be used if in the opinion of the Directors this would be in the best interests of shareholders generally.
No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.
Under company law, the Company is required to give 21 clear days' notice for a general meeting of the Company unless shareholders approve a shorter notice period, which cannot be less than 14 clear days (AGMs must continue to be held on at least 21 clear days' notice).
Resolution 12 proposes a special resolution, and seeks shareholder approval to enable the Company to call general meetings, other than AGMs, on at least 14 clear days' notice. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. The flexibility offered by this resolution will be used where, taking into account the circumstances, the Directors consider to be appropriate in relation to the business to be considered at the meeting in question and where it is thought to be to the advantage of shareholders as a whole. In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
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