16 Jan Notice of Annual General Meeting
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 yourown independent financial advice immediately from your stockbroker, bank manager, solicitoror 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 121 Sloane Street, London SW1X 9BW at 3pm on Friday 14th February 2025 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 12th February 2025.
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
121 Sloane Street
London
SW1X 9BW
16 January 2025
To the holders of shares in S-Ventures plc
NOTICE OF ANNUAL GENERAL MEETING
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 121 Sloane Street, London SW1X 9BW on 14th February 2025.
You will find enclosed with this notice the Company’s annual accounts and reports for the 15 month period ended 31 December 2023.
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 15-month period ended 31 December 2023 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 12th February 2025.
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 5 and 6.
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
R D Hewitt
Chairman
NOTICE is hereby given that the Annual General Meeting of S-Ventures plc (the “Company”) will be held at 121 Sloane Street, London SW1X 9BW on 14th February 2025 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 15-month period ended 31 December 2023, together with the reports of the directors and auditors.
2. To re-elect Stephen Argent as a director of the Company, pursuant to article 29 of the Articles.
3. To reappoint RPG Crouch Chapman LLP as auditors of the Company and to hold officeuntil 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 2025), 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 2025, 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: 16 January 2025
Registered Office:
121 Sloane Street
London
SW1X 9BW