8 Oct 2020 16:13
8 October 2020
NOTICE OF ANNUAL GENERAL MEETING
1pm plc
(Registered in England and Wales No.05845866)
AGM arrangements in the context of the COVID-19 pandemic
The Company is closely monitoring the COVID-19 situation, including UK Government guidance, and will continue to do so in the lead up to the AGM. The health of our shareholders, employees and other stakeholders remains extremely important to us and, accordingly, the Board has taken into consideration the compulsory 'Stay Alert' measures that have been published by the UK Government. Should these directives remain in place up to the AGM, or if they are relaxed but restrictions still need to apply to protect the safety of the people attending the AGM or any of the Company's stakeholders, then shareholders, advisers and other guests will not be allowed to attend the AGM in person and anyone seeking to attend the meeting will be refused entry. As such, shareholders should note they are not entitled to attend the AGM in person unless notified otherwise via the Company's website at www.1pm.co.uk. However, members will be able to follow the Meeting via a live audio stream on the internet as explained in the notes below
Shareholders are requested to therefore submit their votes, in respect of the business to be discussed, via proxy as early as possible. Shareholders should appoint the Chairman of the meeting as their proxy. If a shareholder appoints someone else as their proxy, that proxy will not be able to attend the meeting in person or cast the shareholder's vote.
The business at the AGM will be curtailed to the formal business section only, with no wider presentations on business performance or Q & A.
Should a shareholder have a question that they would have raised at the meeting, the Company is asking that instead of attending the meeting they send it by email to AGM2020@1pm.co.uk to be received by 10.00 a.m. on 20 October 2020. To the extent that answers can be given to such questions, answers will be published on the Company's website following the AGM.
In the event that further disruption to the 2020 AGM becomes unavoidable, we will announce any changes to the meeting (such as timing or venue) as soon as practicably possible through the Company's website www.1pm.co.uk.
Notice is hereby given to all members of 1pm plc that the ANNUAL GENERAL MEETING of the above named Company will be held in accordance with the Corporate Insolvency and Governance Act 2020 (as amended from time to time), as a closed meeting at 10.00 a.m. on 22 October 2020 for the following purposes:
Ordinary business
1. To receive and consider the annual accounts and reports of the Company for the year ended 31 May 2020 with the reports of the Directors and Auditors therein.
2. To re-appoint Moore as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting at which financial statements are laid before the Company at a remuneration to be determined by the directors of the Company (the "Directors").
3. To re-elect Julian Telling as a Director, who retires by rotation in accordance with article 95 of the Company's articles of association, and offers himself for re-election.
4. To re-elect James Roberts as a Director, who retires by rotation in accordance with article 95 of the Company's articles of association, and offers himself for re-election.
Special business
To consider and, if thought fit, pass the following resolutions of which resolution numbered 5 shall be proposed as an ordinary resolution and resolution numbered 6 shall be proposed as a special resolution:
5. That, in substitution for all existing authorities, to the extent unused, and pursuant to section 551 of the Companies Act 2006 (the "Act") the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £2,982,349 (being approximately one third of the present issued ordinary share capital of the Company) provided that this authority shall, unless renewed, varied or revoked, expire at the conclusion of the annual general meeting of the Company to be held in 2021, save that the Directors be and are hereby entitled, as contemplated by section 551(7) of the Act, to make at any time prior to the expiry of such authority any offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the expiry of such authority and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
6. That, subject to and conditional on resolution 5 above being duly passed, the Directors be and are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) in the capital of the Company for cash pursuant to the authority conferred by resolution 5 above as if section 561(1) of the Act did not apply to such allotment, provided that this power shall be limited to the allotment of equity securities:
(A) in connection with an offer of such securities by way of rights, or other pre-emptive offer, to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any relevant territory, or the requirements of any regulatory body or stock exchange; and
(B) otherwise than pursuant to (A) above up to a maximum aggregate nominal amount of £903,742 (being approximately 10 per cent of the present share capital of the Company),
provided that such power shall expire at the conclusion of the annual general meeting of the Company to be held in 2021, save that the Company may make an offer or agreement prior to such expiry which would or might require equity securities to be allotted after the expiry of such power, and the Directors may allot equity securities in pursuance of that offer or agreement as if such power had not expired.
By Order of the Board
John Newman
Chairman
22 September 2020
Notes:
Entitlement to attend and vote
1. Only those members registered on the Company's register of members at 6.00 p.m. on 20 October 2020 or, if this Annual General Meeting (the "Meeting") is adjourned, at 6.00 p.m. on the day two days prior to the adjourned meeting, shall be entitled to attend and vote at the Meeting. In accordance with recent Government legislation and related restrictions in response to COVID-19, and to minimise public health risks, the 2020 Annual General Meeting is to be held as a closed meeting, electronically, and members and their proxies will not be able to attend the meeting in person. As such, members are strongly encouraged to appoint the Chairman of the Annual General Meeting to act as their proxy as any other named person will not be permitted to attend the meeting. However, members will be able to follow the Meeting via a live audio stream on the internet as explained in the notes below.
2. Members will be able to follow the Meeting via a live audio stream on the internet. Details and access for Members will be provided if they request access details by emailing AGM2020@1pm.co.uk. Members following the Meeting in this way will not be counted towards the quorum of the Meeting and will not be able to participate in the Meeting, including by voting or asking questions, on the day.
Website giving information regarding the Meeting
Information regarding the Meeting is available from www.1pm.co.uk.
Appointment of proxies
A member who is entitled to attend, speak and vote at the Meeting may appoint a proxy to attend, speak and vote instead of him or her.
Ordinarily, a proxy does not need to be a member of the Company but must attend the Meeting to represent you. In light of the COVID-19 pandemic, members are strongly encouraged to appoint the Chairman of the Meeting to act as their proxy as any other named person will not be permitted to attend the meeting. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to him or her.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please complete and return the enclosed form of proxy to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD in accordance with the instructions thereon.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
Appointment of proxy using hard copy proxy form
The notes to the proxy form explain how to direct your proxy to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:
· completed and signed;
· sent or delivered to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD in accordance with the instructions thereon; and
· received by Neville Registrars (at the above address) no later than 10:00 a.m. on 20 October 2020.
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Appointment of proxy by joint members
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
Changing proxy instructions
To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Neville Registrars on 0121 585 1131 or if calling from outside the UK on +44 121 585 1131, where relevant, quoting the allotment number of your Application Form. Calls to Neville Registrars help line number are charged at your standard provider's rates.
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.
Termination of proxy appointments
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 Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by Neville Registrars no later than 10:00 a.m. on 20 October 2020.
Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
Corporate representatives
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 no more than one corporate representative exercises powers over the same share.
Issued shares and total voting rights
As at 6.00 p.m. on 21 September 2020, the Company's issued share capital comprised 90,374,204 ordinary shares of 10p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00 p.m. on 21 September 2020 is 90,374,204.
Questions at the Meeting
The Company will answer any question you ask relating to the business being dealt with at the Meeting unless:
(A) answering the question 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.
Documents on display
The following documents will be available for inspection at the offices of the Company, St James House, The Square, Lower Bristol Road, Bath, BA2 3BH from the date of this notice until the time of the Meeting and, at the Meeting, for at least 15 minutes prior to the Meeting until the end of the Meeting:
(D) Copies of the service contracts of executive directors of the Company.
(E) Copies of the letters of appointment of the non-executive directors of the Company.
(F) The memorandum and articles of association of the Company.
Communication
Except as provided above, members who have general queries about the Meeting should use the following means of communication (no other methods of communication will be accepted):
(G) in writing to the Company Secretary, 1pm plc, St James House, The Square, Lower Bristol Road, Bath, BA2 3BH; or
(H) by email to any electronic address provided either in this notice of annual general meeting or any related documents (including the chairman's letter and proxy form),
to communicate with the Company for any purposes other than those expressly stated.