National Milk Recrds - NOTICE OF ANNUAL GENERAL MEETING 2022
Announcement provided by
National Milk Records plc · NMRP04/10/2022 07:01
PLEASE NOTE THAT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action to be taken, please consult an independent adviser immediately. If you have sold or transferred or otherwise intend to sell or transfer all of your holding of ordinary shares in the Company prior to the record date (as described in Note 10) for the Annual General Meeting of the Company to be held on 27 October 2022 at 11.30 a.m. at Four Ashes: National Milk Laboratories, Laches Close, Calibre Business Park, Four Ashes,
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NOTICE OF ANNUAL GENERAL MEETING 2022 OF
NATIONAL MILK RECORDS PLC
(the "Company")Company Number: 03331929
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IMPORTANT - PLEASE READ
The formal business of the AGM will only be to consider and vote upon the resolutions set out in the notice of meeting.
The Company is proposing to allow shareholders the opportunity to raise any issues or concerns arising from the business proposed to be conducted at the meeting. Appropriate questions should be emailed to agmenquiries@nmrp.com not later than 21 October 2022. Shareholders may also lodge their questions by post (to arrive no later than 21 October 2022) in an envelope marked "AGM Questions" addressed to the Company Secretary, National Milk Records plc, Fox Talbot House, Greenways Business Park, Bellinger Close, Chippenham,
Further information on voting procedures follows the resolutions below. Queries regarding these procedures may be directed to the Company Secretary, or the Company's registrars Equiniti, Aspect House, Spencer Road, Lancing, West
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Company Number: 03331929
NOTICE OF ANNUAL GENERAL MEETING 2022 NATIONAL MILK RECORDS PLC
(the "Company")
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at Four Ashes: National Milk Laboratories, Laches Close, Calibre Business Park, Four Ashes,
Ordinary Resolutions
1 To receive, consider and adopt the Directors' report and accounts of the Company for the period ended 30 June 2022, together with the reports of the Directors and the auditors thereon.
2 To re-elect as a Director, Mr. Mark Butcher, who is retiring in accordance with Article 27.2 (b) of the Company's Articles of Association and who, being eligible is offering himself for re-election.
3 To re-elect as a Director, Mr. Trevor Lloyd, who is retiring in accordance with Article 27.2 (c) of the Company's Articles of Association and who, being eligible is offering himself for re-election.
4 To re-appoint BDO LLP as auditors and to authorise the Directors to determine their remuneration.
5 To declare a final dividend of
6 That the directors be generally and unconditionally authorised to allot Relevant Securities (as defined in the notes to this Notice):
(a) comprising equity securities (as defined by section 560 of the Act) of ordinary shares of 0.25p each in the capital of the Company ("Ordinary Shares") up to an aggregate nominal amount of
(i) to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
(b) in any other case, up to an aggregate nominal amount of
provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date which is 12 months after the date on which this resolution is passed or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot Relevant Securities 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 Resolution
7 That, subject to the passing of resolution 6, the directors be and are hereby empowered, pursuant to section 570 of the Act, to allot:
(a) equity securities (as defined by section 560 of the Act) of ordinary shares of 0.25p each in the capital of the Company ("Ordinary Shares") for cash, either pursuant to the authority conferred by resolution 6 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities pursuant to an offer or issue by way of rights, open offer or other pre-emptive offer:
(i) to the holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, 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 (otherwise than pursuant to paragraph 7(a) above) of equity securities up to an aggregate nominal amount of
The power granted by this resolution will expire on the date which is 12 months after the date on which this resolution is passed or, if earlier, the conclusion of the Company's next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save 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 equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.
BY ORDER OF THE BOARD
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COMPANY SECRETARY
Registered Office: Fox Talbot House
Greenways Business Park
Bellinger Close
Chippenham
SN15 1BN
Dated: 4 October 2022
Notes:
1. A member entitled to attend and vote at the meeting is also entitled to appoint a proxy to attend and vote on a poll instead of him. A proxy may demand, or join in demanding, a poll. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Where more than one proxy is appointed, a member must specify the number of shares the rights in respect of which each proxy is entitled to exercise. A proxy need not be a member of the Company.
2. To be effective, the form of proxy must be received at the offices of Equiniti, Aspect House, Spencer Road, Lancing,
3. To change your proxy instructions simply submit a new proxy appointment. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
4. 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.
5. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Equiniti, Aspect House, Spencer Road, Lancing,
In either case, the revocation notice must be received by the Company no later than 2 business days before the time of the meeting or any adjournment thereof.
6. In the case of a joint holding, a proxy need only be signed by one joint holder. If more than one such joint holder lodges a proxy only that of the holder first on the register of members will be counted. Any alternations made to this proxy should be initialled.
7. In the case of a corporation the proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised.
8. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
9. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the register of members in order to have the right to attend and vote at the Annual General Meeting is 6:30 pm on 25 October 2022, (being not more than 2 business days prior to the time fixed for the Meeting) or, if the Meeting is adjourned, such time being not more than 2 business days prior to the time fixed for the adjourned meeting. Changes to entries on the register of members after that time will be disregarded in determining the right of any person to attend or vote at the Meeting.
10. As at 4 October 2022 (being the latest practicable date prior to the publication of this document), the Company's issued share capital consists of 21,239,702 Ordinary Shares of
11. 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, on a poll, if more than one corporate representative purports to exercise powers over the same share as another corporate representative, that power will be treated as not exercised.
12. Except as provided above, members who have general queries about the Meeting should contact Andrew Warne (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
• any related documents (including the proxy form),
to communicate with the Company for any purposes other than those expressly stated.
13. "Relevant Securities" means shares in the Company other than shares allotted pursuant to:
a. an employee share scheme (as defined by section 1166 of the Act);
b. a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or
c. a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security.
Any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined by section 1166 of the Act). References to the allotment of Relevant Securities in the resolutions include the grant of such rights.
14. The Company is proposing to allow shareholders the opportunity to raise any issues or concerns arising from the business proposed to be conducted at the meeting. Appropriate questions should be emailed to agmenquiries@nmrp.com not later than 21 October 2022. Shareholders may also lodge their questions by post (to arrive no later than 21 October 2022) in an envelope marked "AGM Questions" addressed to the Company Secretary, National Milk Records plc, Fox Talbot House, Greenways Business Park, Bellinger Close, Chippenham,
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