Alina Holdings PLC (ALNA) NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of the Company will be held at Anjuna, 28 Avenue de la Liberté, 06360 Eze, France on Tuesday 28th June 2022 at 11 am (CEST), for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as to resolutions 1 to 6 as ordinary resolutions and as to resolutions 7 to 10 as special resolutions. The Directors consider that all the resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the proposed resolutions. The Directors intend to vote, in respect of their own beneficial holdings, in favour of all the proposed resolutions. Ordinary Business
Special Business
Alasdair Johnston Company Secretary Alina Holdings PLC Company Number 05304743 Registered office: Eastleigh Court Bishopstrow Warminster BA12 9HW Notes on the Resolutions Resolution 1 relates to the requirement for the directors to present the report of the directors and the accounts of the Company to shareholders at the Meeting. The report of the directors, the accounts and the report of the Company’s Auditors on the accounts and on those parts of the directors’ remuneration report that are capable of being audited are contained within the Report and Accounts. Resolution 2 relates to the requirement for an annual advisory vote on the directors’ remuneration report in terms of the arrangements for pay and share awards to directors. Details of these are contained in the Remuneration section of the report ofthe directors and the financial statements within the Report and Accounts. The vote on this resolution is advisory only, and any entitlement of a director to remuneration is not conditional on this resolution being passed. Resolution 3 relates to the requirement that the auditors of a company must be re-appointed at each general meeting at which accounts are laid. This Resolution seeks approval for the re-appointment of Jeffreys Henry LLP as auditors of the Company, to hold office until the conclusion of the next Annual General Meeting at which accounts are laid. Pursuant to this Resolution, Shareholders are also being asked to authorise the directors to determine the remuneration payable to Jeffreys Henry LLP as auditors. Resolution 4 relates to the re-election of Duncan Soukup who offers himself for re-election. The Company’s Articles of Associationrequire one third of the directors to retire by rotation at each Annual General Meeting (excluding any director standing for re-election in accordance with article 118 of the Company’s Articles of Association. Resolution 5 relates to the re-election of Tim Donell who, having been appointed since the Company's last annual general meeting, is required to retire at the AGM in accordance with article 118 of the Company’s Articles of Association and offers himself for re-election. Resolution 6 relates to the re-election of Martyn Porter who, having been appointed since the Company's last annual general meeting, is required to retire at the AGM in accordance with article 118 of the Company’s Articles of Association and offers himself for re-election. Resolution 7 replaces the existing authority of the directors to allot shares, which expires at the conclusion of the Meeting. The resolution authorises the directors to allot a maximum of 7,565,000 shares with an aggregate nominal value of £75,650. This is equivalent to approximately one third of the current issued share capital of the Company (excluding shares held in treasury) as at the date of the Notice. The number of shares currently held in treasury is 9,164,017 (nominal value £91,640). The directors have nopresent intention to exercise the authority conferred by the resolution, which will lapse at the earlier of the 2023 Annual GeneralMeeting or 15 months after the Meeting. Resolution 8, which is subject to the passing of Resolution 7, will be proposed as a special resolution for the renewal of the directors’authority to allot equity securities for cash, without first offering them to shareholders pro rata to their holdings. This authority facilitates issues (or sales of ordinary shares held in treasury) made by way of rights to shareholders which are not strictly in accordance with section 561(1) of the Companies Act 2006 and authorises other allotments of up to a maximum aggregate nominal amount of £11,348 (representing 1,134,800 shares), which represents approximately 5 per cent of the current issued ordinary share capital of the Company. This authority also allows the directors, within the same aggregate limit, to sell for cash shares that may be held by the Company in treasury. The Directors have no present intention of exercising this authority. Resolution 9 seeks to renew the directors’ authority to purchase the Company’s Ordinary Shares, up to a maximum of 14.99% ofthe Company’s issued share capital (excluding shares held in treasury), for a further year. The directors have no present intention to exercise this authority but will keep the matter under review, taking into account the financial resources of the Company, theCompany’s share price and future funding opportunities. The authority would only be exercised if the directors believe that to do so would result in an increase in earnings per share and would be in the best interests of shareholders generally. Any purchases of shares would be by means of market purchases through the London Stock Exchange. Save to the extent purchased pursuant to theregulations concerning treasury shares, any Ordinary Shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility over the management of its capital base. Resolution 9 will be proposed as a special resolution. Resolution 10 authorises the holding of general meetings, other than Annual General Meetings, on 14 days’ notice. Although the Articles currently permit this, the Act requires a shareholder resolution to be passed to authorise general meetings to be held on 14 days’ notice. The minimum notice period for general meetings would otherwise be 21 days. The directors would not make use of the reduced notice period unless they considered this to be in the best interests of members as a whole. Resolution 10 will be proposedas a special resolution.
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ISIN: | GB00B1VS7G47 |
Category Code: | NOA |
TIDM: | ALNA |
LEI Code: | 213800SOAIB9JVCV4D57 |
OAM Categories: | 3.1. Additional regulated information required to be disclosed under the laws of a Member State |
Sequence No.: | 165061 |
EQS News ID: | 1364585 |
End of Announcement | EQS News Service |
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