RE: Resolutions 4 and 5 agreed during AGM15 Nov 2022 08:43
Ordinary Resolutions
1. To receive the Company’s Financial Statements for the financial year ended 31 December 2021
together with the reports of the Directors and Auditors thereon.
2. To re-appoint Jeffreys Henry LLP as auditors to the Company, to hold office until the conclusion
of the next general meeting at which accounts are laid before the Company and to authorise the
Directors to determine their remuneration.
3. To re-appoint Mr Andrew Yeo, who retires by rotation in accordance with Article 102.1 of the
Company’s Articles of Association, as a Director of the Company.
4. THAT in accordance with section 551 of the Companies Act 2006 (the “Act”), the Directors be
generally and unconditionally authorised to exercise all the powers of the Company to allot shares
in the Company or grant rights to subscribe for or convert any security into shares in the Company
up to an aggregate nominal amount of £3,000,000 provided that this authority shall, unless
renewed, varied or revoked by the Company, expire on the conclusion of the next annual general
meeting of the Company save that the Company may, before such expiry, make offer(s) or enter
agreement(s) which would or might require shares or equity securities (within the meaning of
section 560 of Act) to be allotted or such rights granted after such expiry and the Directors may
allot shares in the Company or grant equity securities in pursuance of such offers or agreements
notwithstanding that the authority conferred by this resolution has expired.
Special Resolution
5. THAT, conditional on the passing of Resolution 4 above, and in accordance with section 570 of
the Act, the Directors be generally empowered to allot equity securities (as defined in section
560 of the Act) for cash pursuant to the authority conferred by resolution 4 or by way of a sale
of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale,
provided that this power shall be limited to:
a) the allotment of equity securities in connection with an offer of equity securities to the
holders of ordinary shares in proportion (as nearly as may be practicable) to their respective
holdings; and 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 arrangements as the Directors may deem necessary or expedient in relation to the
treasury shares, fractional entitlements, record dates, arising out of any legal or practical
problems under the laws of any overseas territory or the requirements of any regulatory
body or stock exchange; and
b) the allotment of equity securities (otherwise than pursuant to sub paragraph (a) up to an
aggregate nominal amount of £2,000,000;
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and provided that this power shall expire on the conclusion of the next annual general Meeting
of the Company unless and to the extent that such authority is revoked, varied, renewed or
extended pr