Notice of Annual General Meeting of the Company
AFH FINANCIAL GROUP PLC
(Incorporated and registered in England and Wales with registered number 07638831)
NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY
IMPACT OF COVID-19 RESTRICTIONS ON THE MEETING
As the board of directors of the Company anticipate that the restrictions on personal movement and gatherings due to Coronavirus (Covid-19) will still be in place on the date of the Annual General Meeting, it has become necessary to restrict physical participation at the Annual General Meeting in line with the Corporate Insolvency and Governance Act 2020.
It is the Company’s intention to proceed with holding the Annual General Meeting with the minimum quorum of shareholders present in order to conduct the business of the meeting. Only a small number of directors will be permitted to attend the Annual General Meeting to satisfy the minimum quorum requirements as stated in the Company’s Articles of Association. No other shareholders or proxies will be permitted to attend the meeting in person and any Shareholder who attempts to attend the meeting in person will have to be refused entry.
Shareholders are therefore strongly encouraged to 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 order to cast the Shareholder’s vote. Therefore, the appointment of any person other than the Chairman of the meeting would result in your votes not being cast.
In the event that our Annual General Meeting arrangements necessarily have to change, the Company will issue a further communication via a regulatory news service. As such, we strongly recommend shareholders monitor such communications, which can also be found on our website at: https://www.afhwm.co.uk/investor-relations/
It is the intention of the Company to hold an informal shareholder meeting later in the year when restrictions permit to provide an update to shareholders’ and details will be made available on the Company website and through the RNS service when a date can be set.
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the Company will be held at 11:00 a.m. on Friday 12 March 2021 at AFH House, Buntsford Drive, Stoke Heath, Bromsgrove B60 4JE for the purposes set out below (the “Annual General Meeting”).
1. To receive the Accounts and Reports of the directors of the Company (the “Directors”) and of the Auditors for the year ended 31 October 2020.
2. To re-elect Mark Chambers who is retiring for re-election pursuant to article 24.4 of the Company’s articles of association (the “Articles”).
3. To re-elect Susan Lewis who is retiring for re-election pursuant to Article 24.4.
4. To re-appoint Saffery Champness as Auditors of the Company and to authorise the Directors to fix their remuneration.
5. That, in accordance with section 551 of the Companies Act 2006 (the “Act”), the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to an aggregate nominal amount of £400,000, representing approximately 9.3% of the issued ordinary share capital of the Company, (consisting of 4,000,000 ordinary shares of 10 pence each (“Ordinary Shares”)) provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the earlier of 15 calendar months from the date upon which it is passed and the end of the next Annual General Meeting of the Company to be held after the date on which this resolution is passed, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
This authority is in substitution for all previous authorities conferred on the Directors in accordance with section 551 of the Act but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.
6. That, subject to the passing of resolution 5, the Directors be given the general power to allot equity securities (as defined by section 560 of the Act) for cash, either pursuant to the authority conferred by resolution 5 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:
a) the allotment of equity securities in connection with an offer by way of a rights issue to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £400,000, representing approximately 9.3% of the issued ordinary share capital of the Company, (consisting of 4,000,000 Ordinary Shares).
The power granted by this resolution will expire on the earlier of 15 calendar months from the date upon which it is passed and the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of the 2006 Act did not apply but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.
7. That the Company be, and is hereby, unconditionally and generally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the directors shall determine, provided that:
a) the maximum aggregate number of Ordinary Shares that may be purchased is 2,000,000 (representing approximately 5 per cent. of the issued ordinary share capital of the Company);
b) the minimum price (excluding expenses) which may be paid for each Ordinary Share is 95 per cent. of the average of the closing middle market price for an Ordinary Share as derived from the AIM appendix to the London Stock Exchange’s Daily Official List for the five business days immediately prior to the day the purchase is made;
c) the maximum price (excluding expenses) which may be paid for each Ordinary Share is an amount equal to 105 per cent. of the average of the closing middle market price for an Ordinary Share as derived from the AIM appendix to the London Stock Exchange’s Daily Official List for the five business days immediately prior to the day the purchase is made;
d) this authority shall expire on the earlier of the date falling 15 months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company unless previously revoked, varied or renewed; and
e) the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase Ordinary Shares which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary Shares pursuant to any such contract as if such authority had not expired.
Dated 15 January 2021
By Order of the Board
AFH House, Buntsford Drive, Stoke Heath, Bromsgrove, Worcester B60 4JE
1. Shareholders are, in normal circumstances, entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual General Meeting. However, in light of the restrictions on personal movement and gatherings in place due to the Coronavirus (Covid-19) pandemic, shareholders must appoint the chairman of the meeting as their proxy in order to vote at the Annual General Meeting. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact SLC Registrars, Elder House, St. Georges Business Park, Brooklands Road, Weybridge, Surrey, KT13 0TS or by e-mail at email@example.com;
2. If you sign and return the proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. If you appoint as your proxy someone other than the Chairman, that person shall not be entitled to attend the meeting in order to cast your vote.
3. To direct your proxy how to vote on the resolutions mark the appropriate box with an ‘X’. To abstain from voting on a resolution, select the relevant “Vote withheld” box. 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 you give no voting indication, 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.
4. 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).
5. 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.
6. To be valid any Form of Proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at SLC Registrars, Elder House, St. Georges Business Park, Brooklands Road, Weybridge, Surrey, KT13 0TS no later than 11.00 a.m. on 10 March 2021.
7. The return of a completed Form of Proxy would not usually prevent a Shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so. However shareholders should note that, due to the Coronavirus (Covid-19) restrictions, in respect of the Annual General Meeting they may not attend in person and will have to be refused entry.
8. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), the Company specifies that to be entitled to attend and vote at the Annual General Meeting (and for the purpose of determination by the Company of the votes they may cast), Shareholders must be registered in the Register of Members of the Company at 6:30 pm on 10 March 2021 (or, in the event of any adjournment, on the time and date which is 48 hours before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
9. As of 6.00 p.m. on the day immediately prior to the date of posting of this Notice of Annual General Meeting, the Company’s issued share capital comprised 42,983,638 ordinary shares of 10 pence each and, therefore, the total number of voting rights in the Company as at 6.00 p.m. on the day immediately prior to the date of posting of this Notice of Annual General Meeting is 42,983,638.
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