06 Jul AGM 2023
THIS NOTICE AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND
REQUIRE YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to what action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor
or other professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
If you sell or have recently sold or transferred all of your ordinary shares in S-Ventures plc, please forward this Notice and accompanying Form of Proxy at once to the purchaser or
transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
If you sell or have sold only part of your holding of ordinary shares in S-Ventures plc, please consult the person through whom the sale or transfer was effected. However, this Notice
should not be forwarded to or sent in or into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.
S-VENTURES PLC
(incorporated and registered in England and Wales under number 12723377)
NOTICE OF ANNUAL GENERAL MEETING
Notice of the Annual General Meeting of S-Ventures plc (the “Company”) to be held at the offices of S-Ventures PLC at 23 Buckingham Gate, London SW1E 6LD at 3pm on Wednesday 26th July 2023 is set out in pages 4 to 7 of this document.
A form of proxy for use at the Annual General Meeting is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be
received by the Company’s Registrars, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD as soon as possible and in any event so as to
arrive no later than 3pm on 24th July 2023.
Completion and return of a form of proxy will not prevent members from attending and voting in person should they wish to do so.
S-VENTURES PLC
(incorporated and registered in England and Wales under number 12723377)
Registered Office
C/O Bwb Dukes Court
Duke Street
Woking
Surrey
United Kingdom
GU21 5LB
3 July 2023
To the holders of shares in S-Ventures plc
NOTICE OF ANNUAL GENERAL MEETING 2023
Dear Shareholder,
Details of Meeting
I am pleased to be writing to you with details of our Annual General Meeting (“AGM”) which we are holding at 23 Buckingham Gate, London SW1E 6LD at 3pm on 26th July 2023.
You will find enclosed with this notice the Company’s annual accounts and reports for the year ended 30 September 2022.
The formal notice of AGM is set out on pages 4 to 7 of this document. A copy of this notice and the Company’s annual report and accounts for the year ended 30 September 2022 can
be viewed on our website at www.s-venturesplc.com
If you would like to vote on the resolutions, but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it in accordance with the instructions printed
on the form as soon as possible. It must be received by 3pm on 24th July 2023.
Summary and explanation of the resolutions proposed
Resolutions 1 to 5 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed more than half of the votes cast must be in favour of the resolution.
Resolution 6 will be proposed as a special resolution. This means that for that resolution to be passed at least three-quarters of the votes cast must be in favour of the resolution.
A summary of the resolutions proposed is set out on page 8 of this document.
The board considers it appropriate that the directors be granted authority to allot shares in the capital of the Company up to an aggregate nominal value of £125,000 in order to issue
sufficient shares to complete a suitable reverse takeover. This is set out in resolutions 6 and 7.
Recommendation
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. Your board will be voting in favour of them
and unanimously recommend that you vote in favour of them.
My board colleagues and I thank you for your support.
Yours faithfully
David Mitchell
Chairman
NOTICE is hereby given that the Annual General Meeting of S-Ventures plc (the “Company”) will be held at 23 Buckingham Gate, London SW1E 6LD at 3pm on 26th July 2023 to consider and, if thought fit, pass the following resolutions which will be proposed as indicated.
ORDINARY RESOLUTIONS
1. To receive the annual accounts for the period ended 30 September 2022, together with the reports of the directors and auditors.
2. To re-elect Robert Hewitt as a director of the Company, pursuant to article 29 of the Articles.
3. To reappoint PKF Littlejohn LLP as auditors of the Company and to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before
the Company.
4. To authorise the directors to determine the auditors’ remuneration.
5. That the directors be and are hereby generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the “Act”), to issue and allot, or
grant rights to subscribe for or convert any securities into, ordinary shares of 0.1 pence each in the capital of the Company (“Ordinary Shares”) up to an aggregate
nominal value of £125,000, provided that this authority shall, unless renewed varied or revoked by the Company, expire at the conclusion of the next annual general
meeting of the Company after the passing of this resolution (or if earlier on the date falling six months after the next accounting reference date in 2023), save that the
Company may make an offer or agreement before the expiry of this authority which would or might require Ordinary Shares to be allotted after such expiry and the
Directors may allot Ordinary Shares pursuant to any such offer or agreement as if the authority conferred by this resolution had not expired. This resolution revokes and
replaces all unexercised authorities previously granted to 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.
SPECIAL RESOLUTION
6. THAT, subject to and conditional upon resolution 5 being passed, the directors be and are hereby authorised pursuant to section 570 of the Act, to allot equity securities
(as defined by section 560 of the Act) for cash pursuant to the authority conferred by resolution 5 above as if section 561 of the Act did not apply to any such allotments.
Such power shall, subject to the continuance of the authority conferred by resolution 5, expire at the conclusion of the next annual general meeting of the Company (or if
earlier on the date falling six months after the next accounting reference date in 2023), but so that the Company may before such expiry make an offer or agreement
which would or might require equity securities to be allotted for cash after such expiry and the directors may allot equity securities pursuant to such offer or agreement as if
such power had not expired. This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if section 561 of
the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.
By Order of the Board
Robert Hewitt
Company Secretary
Dated: 3 July 2023
Registered Office:
C/O Bwb
Dukes Court
Duke Street
Woking
Surrey,
GU21 5LB
Notes:
1. A member of the Company is entitled to attend and to speak and to vote at the meeting and is entitled to appoint one or more proxies to attend and vote in his place provided that each proxy
is appointed to exercise rights attached to a different share or shares held by him or her. A proxy need not be a member of the Company.
2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
3. A Form of Proxy is enclosed with this notice. Instructions for use are shown on the form. The completion and return of a Form of Proxy will not prevent a member from attending and voting
in person at the meeting. In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company or contained in an electronic communication. Any power of attorney or any other authority under which the Form of Proxy is signed (or a notarially certified
copy of such power or authority) must be included with the Form of Proxy.
4. To be valid, a completed Form of Proxy together with a power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of such power or authority), must
be deposited at the offices of the Company’s registrars, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD not less than 48 hours before
the time set for the meeting or adjourned meeting (as the case may be).
5. As an alternative to completing the hard copy Form of Proxy, a shareholder may appoint a proxy or proxies electronically with Neville Registrars Limited at www.sharegateway.co.uk
using your personal proxy registration code as shown on the Form of Proxy enclosed with this document. For an electronic proxy appointment to be valid, the appointment must be received
by the Company’s Registrars no later than 3pm on 24th July 2023 (or, if the meeting is adjourned, no later than 48 hours before the time set for the meeting or adjourned meeting).
Any electronic communication sent by a shareholder to the Company or the Company’s Registrars which is found to contain a virus will not be accepted by the Company, but every
effort will be made by the Company to inform the shareholder of the rejected communication. Notice of termination of a proxy’s authority must be received at the same electronic address.
6. Pursuant to Regulation 41(3) of the Uncertificated Securities Regulations 2006, only those shareholders registered in the Register of Members of the Company as at 6pm on 24th July
2023, or in the event that the meeting is adjourned meeting, in the Register of Members as at 6pm. on the day that is two days prior to any adjourned meeting, shall be entitled to attend or
vote at the meeting in respect of the number of shares registered in their name at the relevant time. Changes to entries on the Register of Members after 6pm on 24th July 2023 or, in the
event that the meeting is adjourned, 6pm on the day that is two days prior to any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the
meeting.
7. As at 30 June 2023 (being the last practicable date prior to publication of this notice) the Company’s issued share capital consisted of 132,215,587 ordinary shares of 0.1p each. Each
ordinary share carries the right to vote at a general meeting of the Company, and therefore, the total number of voting rights in the Company as at 30 June 2023 is 132,215,587.
8. If you hold ordinary shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company’s Registrars, Neville Registrars Limited under
CREST participant ID number 7RA11 so that it is received by no later than 3pm on 24th July 2023
9. A copy of this notice and other information required by section 311A of the Companies Act 2006 can be found at www.s-venturesplc.com.
10. Shareholders should note that, under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require the
Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to
be laid before the Annual General Meeting for the financial year beginning 1 October 2021; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year
beginning 1 October 2021, ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting
any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act 2006. Where the Company is
required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company’s Auditor not later than the time when it makes the
statement available on the website. The business which may be dealt with at the Annual General Meeting for the relevant financial year includes any statement that the Company has
been required under Section 527 of the Companies Act 2006 to publish on a website.
11. Any member attending the meeting has the right to ask questions. The Company must cause to be answered 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.
SUMMARY OF THE RESOLUTIONS PROPOSED
Resolution 1 – To receive the Annual Report and Accounts
It is proposed to receive the annual accounts for the period ended 30 September 2022, together with the reports of the directors and auditors;
Resolution 2 – Re-election of director
The Board recommends the re-election of Robert Hewitt who shall retire by rotation in accordance with article 29 of the Articles and best UK corporate governance practice, namely being section 89 of the Companies Act 2006.
Nicol D’Onofrio who, shall also retire by rotation in accordance with article 29 of the Articles and best UK corporate governance practice, namely being section 89 of the Companies Act 2006, is not seeking reelection.
Resolutions 3 and 4 – Re-appointment of auditors and auditor’s remuneration
The board recommends the re-appointment of PKF Littlejohn LLP as auditor, to hold office until the next meeting at which accounts are laid. Resolution 4 is a separate resolution which proposes to grant authority to the directors to determine the Auditor’s remuneration.
Resolution 5 – Allotment of Share Capital
This resolution deals with the directors’ authority to allot new ordinary shares in the capital of the Company in accordance with section 551 of the Act.
The board considers it appropriate that the directors be granted authority to allot shares in the capital of the Company up to an aggregate nominal value of £125,000 in order to issue sufficient shares to complete a suitable reverse takeover.
Resolution 6 – Disapplication of Statutory Pre-emption Rights
This resolution will give the directors authority to allot shares in the capital of the Company pursuant to the authority granted under Resolution 6 above without complying with the pre-emption rights in the Companies Act 2006. This authority will permit the directors to allot up to ordinary shares up to an aggregate nominal value of £125,000.