INFA.L Regulatory News (INFA)

8 January 2021

InfraStrata plc

("InfraStrata" or the "Company")

Notice of Annual General Meeting

InfraStrata plc (AIM: INFA), the UK quoted company focused on strategic infrastructure projects and physical asset lifecycle management, announces that it has posted to shareholders a notice (the "Notice") of the annual general meeting of the Company (the "AGM"). The AGM will be held on Sunday, 31 January 2021 at 11.00 a.m. at Northern & Shell Building, 10 Lower Thames Street, London EC3R 6AF.

Impact of COVID-19 on AGM arrangements

In light of the COVID-19 pandemic and the UK Government's restrictions on public gatherings and non-essential travel, which are in place at the time of issuing the Notice, the Company is adopting the following AGM arrangements in order to ensure that the health and safety of its shareholders, directors, employees and other key stakeholders is protected:

The AGM will only address the formal matters contained in the Notice.

In accordance with the Company's articles of association, the quorum necessary to constitute the AGM is two members in person or proxy; therefore, two members (being two director members) will be in attendance in person at the venue to form the quorum and conduct the business.

Attendance by additional shareholders is not considered as 'essential for work purposes' and so would not be permitted under the current restrictions. Shareholders may not attend in person and will be refused entry to the AGM given the current restrictions.

All shareholders are urged to appoint the chairman of the AGM as their proxy, with voting instructions. Please refer to the notes to the Notice on page 7 (the "Notes") for more information regarding proxy voting. It is emphasised that any forms of proxy being returned via a postal service should be submitted as soon as possible to allow for any delays to or suspensions of postal services in the United Kingdom as a result of measures being implemented by the UK Government.

In the event that the arrangements for the AGM change due to the UK Government changing the current restrictions or implementing further measures relating to the holding of general meetings prior to the AGM (including the arrangements outlined above), the Company will issue a further communication via a regulatory information service and on its website at https://www.infrastrataplc.com/.

As usual, the results of the AGM will be announced as soon as practicable after the AGM has taken place.

Shareholder engagement

The Board recognises the ongoing importance of communication with shareholders at this time. Accordingly, 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 on the business of the meeting should be emailed to investor@infrastrataplc.com; please include a shareholder reference number in any correspondence. Responses will be posted on the Company's website on the morning of the AGM. The Company will answer any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Business to be conducted at the annual general meeting and annual report publication update

An explanation of the resolutions being proposed at the AGM is set out at the end of the Notice.

Ordinarily at the AGM, the Company would (amongst other business) lay its reports and accounts before shareholders and appoint auditors (and authorise the Board to determine the auditors' remuneration). However, the business at this year's AGM will not include the consideration of resolutions dealing with the reports and accounts and auditors. The reasons for this are set out below.

The Company is required to hold an annual general meeting within six months of its financial year end (31 July 2020) and so the Company is holding the AGM before the end of January 2021.

The COVID-19 pandemic has led to a range of temporary measures being put in place to assist companies with filing their annual reports and accounts, with the Government recognising that current circumstances have for many companies significantly affected their timely filing. Pursuant to the Corporate Insolvency and Governance Act 2020 and regulations made thereunder, the deadline for filing accounts under the Companies Act 2006 has been extended such that, for public companies with accounts and reports filing deadlines that fall between 27 June 2020 and the end of the day on 5 April 2021, those companies now have nine months following the accounting reference date to file accounts and lay them before members.

This extension has created a tension between the time within which the annual general meeting is required to be held (six months after the year-end) and the time within which the Company's reports and accounts have to be filed (nine months after the year-end). Whilst the Company does not intend to utilise this extension for filing of its accounts, given the requirement of 21 clear days' notice, the meeting for laying its reports and accounts before shareholders and appoint auditors will not coincide with the AGM, as has been the case in previous years. Therefore, a separate meeting of shareholders is intended to be convened for 12 February 2021, at which meeting, the Company will lay its reports and accounts before the shareholders and appoint auditors as well as authorise the Board to determine the auditor's remuneration. It is anticipated that the Company's annual report and accounts will be published and sent to shareholders along with the relevant circular in January 2021 giving required notice of at least 21 clear days prior to the date of the meeting. 

Finally, taking into account that at the general meeting of the Company to be held on 13 January 2021 resolutions are being proposed to refresh the authority of the directors to allot shares and to dis-apply statutory pre-emption rights, the Board is not proposing to seek authorities and powers at the AGM to allot and issue further shares (or grant rights over shares) in the Company.

This document is also available to view on the Company's website at www.infrastrataplc.com 

For further information, please visit www.infrastrataplc.com or contact: