Resolutions.. RMD wanting 0.022p..10 Apr 2026 18:37
Notice of the Annual General Meeting
The formal notice of AGM is set out on pages 6 to 11 of this document.
This letter also explains why the Directors recommend that shareholders of the Company (the “Shareholders”) vote in
favour of the resolutions being proposed at the AGM (the “Resolutions”).
Resolutions 1 to 9 - Ordinary Resolutions (routine business)
Resolution 1 is a resolution to receive the Company's annual accounts and reports for the financial year ended
31 March 2025, as required by section 437(1) of the Companies Act 2006 (the "Act").
Resolution 2 is an advisory vote to approve the Directors’ Remuneration Report for the financial year ended 31 March
2025, as required by section 439(1) of the Act.
Resolution 3 is a binding vote to approve the Directors’ Remuneration Policy, as required by section 439A(1) of the
Act. The remuneration policy is set out on pages 25 and 26 of the Company’s annual accounts.
Resolution 4 proposes the re-appointment of Crowe U.K. LLP as auditors of the Company to hold office until the
conclusion of the next general meeting at which audited financial statements are laid before the Company.
Resolution 5 authorises the Directors to fix the auditors’ remuneration.
Resolutions 6 to 9 propose the re-election of, respectively, Richard Spinks, Mavriky Kalugin, Olof Nils Rapp and
Sergiy Lesyk as directors of the Company, in accordance with the Company’s articles of association.
Resolution 10 – Authority to allot shares for cash (ordinary resolution)
Resolution 10 grants the Directors authority under section 551 of the Act to allot shares for cash consideration (within
the meaning of section 583 of the Act) up to an aggregate nominal amount of £657,738.64. This includes shares that
may be allotted in consideration of the release of a liquidated liability of the Company, which is treated as cash under
section 583(3)(c) of the Act.
The purpose of this authority is to enable the Company to allot shares in respect of the following:
• up to 25,000,000 ordinary shares to provide headroom for the Company to raise further working capital by way of placing or similar offering;
• up to 26,136,364 ordinary shares in respect of convertible loan notes entered into by the Company and RMD
Group, being 12,500,000 shares to cover the principal on each of the two existing £250,000 tranches (6,250,000 shares per tranche) and up to 13,636,364 shares in respect of a proposed third convertible loan note of £300,000 (at a conversion price of £0.022 per share);
• 9,237,500 ordinary shares to be allotted in settlement of directors’ fees for 2025; and
• 5,400,000 ordinary shares to be allotted in settlement of directors’ fees for 2025/26 pursuant to the service agreements of Messrs Kalugi