RE: Ingenuity shareholder agreement28 Nov 2024 10:00
I had just read the same about 15 minutes ago.
So Gallemore in as Executive President and now the creation of a Supermajority class of shareholder having higher ranking in terms of key decision making. If anything those supermajority actually have more power than as an LSE listed company.
"3. Ingenuity Governance
On a written shareholder resolution or on a poll at a general meeting of IngenuityCo, each
Ingenuity Shareholder will have one vote for each Ingenuity Share held.
Certain matters (the "Supermajority Shareholder Reserved Matters") will require the prior
written approval of the Super Qualifying Shareholder(s), including issuing any shares or other
securities in the capital of IngenuityCo, any return of capital in respect of shareholder instruments
of IngenuityCo, making any dividends or distributions, proceeding to an initial public offering
("IPO") of IngenuityCo, amending the rights attaching to the Ingenuity Shares, any voluntary
dissolution, liquidation or winding up of IngenuityCo, amending the terms of the Ingenuity
Shareholders' Agreement or any provision of the constitutional documents of any member of
IngenuityCo's group, providing funding from Ingenuity Shareholders (or their affiliates), entering
into any merger, schemes of arrangement, acquisition, consolidation, amalgamation,
restructuring or reconstitution, approving any drag-along right, changing the tax residency of
IngenuityCo or changing the nature or scope of the business or commencing a new business not
ancillary or incidental to the business.
A number of matters (the "Board Reserved Matters") will require the approval of a director
appointed by the Super Qualifying Shareholder(s) at a meeting of the Ingenuity Board, including
entry into certain third party agreements, approving business plans or budgets, certain
commitments of capital in excess of set thresholds, disposing of material assets, entering into
debt arrangements and shareholder loans, granting encumbrances, changing the fiscal year end,
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appointing and removing directors and auditors, establishing board committees, and settling or
approving litigation for claims over a certain threshold.
Further details of the Board Reserved Matters are set out in the Ingenuity Shareholders' Agreement"