
Strategic report
Governance
Group financial statements
Company financial statements
Notice of AGM
141
R.E.A. Holdings plc
Annual Report and Accounts 2021
Overview
Notes
The sections of the accompanying Dir
ectors’ report entitled
"Directors", "Acquisition of the company’
s own shares", "Authorities
to allot share capital", "Authority to disapply pre-emption rights",
"General meeting notice period" and "Recommendation" contain
information regar
ding, and recommendations by the board of the
company as to voting on, resolutions 3 to 8 and 11 to 16 set out
above in this notice of the 2022 annual general meeting of the
company (the "2022 Notice").
With r
espect to the 2022 annual general meeting, all shareholders
are advised that they and their r
espective pro
xies will be allowed
to attend the meeting in person but that this may be subject to any
new restrictions or guidance in r
elation to the Covid 19 at the time
of the meeting. Please refer to the intr
oduction to this notice for
more information.
The company specifies that in order to have the right to attend and vote
at the annual general meeting (and also for the purpose of determining
how many votes a person entitled to attend and vote may cast), a person
must be entered on the register of members of the company at close of
business on 7 June 2022 or
, in the event of any adjournment, at close of
business on the date which is two days before the day of the adjourned
meeting. Changes to entries on the register of members after this time
shall be disregarded in determining the rights of any person to attend
or vote at the meeting (please refer to the introduction to this notice
for information on attendance with respect to the 2022 annual general
meeting).
As at the date of the 2022 Notice, the dividends payable on 30 June
2019, 31 December 2019 and 30 June 2020 to holders of preference
shares have been in arrear for a period of more than 6 months; as such
the holders of preference shares pursuant to the articles of association of
the company are entitled to attend and vote at the 2022 annual general
meeting of the company (please refer to introduction to this notice for
information on attendance with respect to the 2022 annual general
meeting).
Both the holders of ordinary shares and holders of preference shares (the
"
shares") are therefore entitled to attend and vote at the 2022 annual
general meeting (please refer to introduction to this notice for information
on attendance with respect to the 2022 annual general meeting). A holder
of shares may appoint another person as that holder’
s proxy to exercise
all or any of the holder’
s rights at the annual general meeting. A holder
of shares may appoint more than one proxy in relation to the meeting
provided that each pro
xy is appointed to exercise the rights attac
hed to
(a) different share(s) held by the holder
. A proxy need not be a member
of the company
. A form of proxy for the meeting can be requested from
the company’
s registrars: Link Group, 10th Floor, Central Square, 29
W
ellington Street, Leeds L
S1 4DL – telephone number +44 (0) 371
664 0300. Calls are charged at the standard geographic rate and will
vary by provider
. Calls outside the U
K will be charged at the applicable
international rate. Lines are open between 09:00 – 17:30, Monday
to Friday e
xcluding public holidays in England and W
ales. T
o be valid,
forms of proxy and other written instruments appointing a pro
xy must be
received by post or by hand (during normal business hours only) by the
company’
s registrars, Link Group, PXS, 10th Floor
, Central Square, 29
W
ellington Street, Leeds L
S1 4DL by no later than 10.00 am on 7 June
2022.
Alternatively
, appointment of a proxy may be submitted electronically by
using either Link’
s share portal at www.signalshares.com, the LinkV
ote+
app, so that the appointment is received by the service by no later than
10.00 am on 7 June 2022 or the CR
EST electronic proxy appointment
service as described below
.
Shareholders who have not already registered for Link’
s share portal may
do so by registering as a new user at www
.signalshares.com and giving
the investor code as shown on their share certificate. T
o further assist
shareholders to vote electronically
, Link Group has launched an app
LinkV
ote+, which is free for shareholders to download and use. The app
gives shareholders the ability to access their shareholding records and to
vote quickly and easily and is available to download from the Apple App
Store and via Google Play
.
CR
EST members may register the appointment of a proxy or pro
xies for
the annual general meeting and any adjournment(s) thereof through the
CR
EST electronic proxy appointment service by using the procedures
described in the CR
EST Manual (available via www
.euroclear
.com/
CR
EST) subject to the company’
s articles of association. C
R
ES
T personal
members or other CR
EST sponsored members, and those CR
EST
members who have appointed (a) voting service provider(s), should refer
to their CR
EST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
In order for a proxy appointment or instruction regarding a pro
xy
appointment made or given using the CR
EST service to be valid, the
appropriate CR
EST message (a "CR
EST proxy instruction") must be
properly authenticated in accordance with the specifications of Euroclear
U
K and Ireland Limited ("Euroclear") and must contain the required
information as described in the CR
EST Manual (available via www
.
euroclear
.com/CR
EST). The CR
EST pro
xy instruction, regardless of
whether it constitutes a proxy appointment or an instruction to amend a
previous proxy appointment, must, in order to be valid be transmitted so
as to be received by the company’
s registrars (I
D: R
A10) by 10.00 am
on 7 June 2022. F
or this purpose, the time of receipt will be taken to be
the time (as determined by the time stamp applied to the message by the
CR
EST applications host) from which the company’
s registrars are able
to retrieve the message by enquiry to CR
EST in the manner prescribed
by CR
EST
. The company may treat as invalid a CR
EST pro
xy instruction
in the circumstances set out in Regulation 35(5) (a) of the Uncertificated
Securities Regulations 2001.
CR
EST members and, where applicable, their CR
EST sponsors or voting
service provider(s) should note that Euroclear does not make available
special procedures in CR
EST for particular messages. Normal system
timings and limitations will therefore apply in relation to the input of
CR
EST proxy instructions. It is the responsibility of the CR
EST member
concerned to take (or
, if the CR
EST member is a CR
EST personal
member or sponsored member or has appointed (a) voting service
provider(s), to procure that such member’
s CR
EST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CR
EST system by any
particular time. In this connection, CR
EST members and, where applicable,
their CR
EST sponsors or voting service provider(s) are referred, in
particular
, to those sections of the CR
EST Manual concerning practical
limitations of the CR
EST system and timings.
The rights of members in relation to the appointment of pro
xies described
above do not apply to persons nominated under section 146 of the
Companies Act 2006 to enjoy information rights ("nominated persons")
but a nominated person may have a right, under an agreement with the
member by whom such person was nominated, to be appointed (or to have
someone else appointed) as a proxy for the annual general meeting. If a
nominated person has no such right or does not wish to e
xercise it, such
person may have a right, under such an agreement, to give instructions to
the member as to the exercise of voting rights.
Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a
member provided that they do not do so in relation to the same shares.
Any member attending the annual general meeting has the right to ask
questions. The company must cause to be answered any suc
h 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.