Alina Holdings PLC: AGM Notice
Alina Holdings PLC (ALNA) This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals in this document or the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser. If you have sold or otherwise transferred all your shares in the Company, please forward this document, and the enclosed Form of Proxy, as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.
Alina Holdings PLC
Notice of Annual General Meeting Alina Holdings PLC (company number 05304743)(the “Company”)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 Wednesday 12th June 2024 at 10 am (CEST), for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as to resolutions 1 to 5 as ordinary resolutions and as to resolutions 6 to 8 as special resolutions. The financial statements for the company for the 12 month period ended 31 December 2023 will be published on or before 30 April 2024. 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
and this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months from the date of passing this Resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted and/or ordinary shares to be sold after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby has not expired.
BY ORDER OF THE BOARD
Alasdair Johnston Company Secretary Alina Holdings PLC Company Number 05304743 28 April 2024 Registered office: Eastleigh Court Bishopstrow Warminster BA12 9HW Notes on the ResolutionsResolution 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 of the 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 RPG Crouch Chapman 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 RPG Crouch Chapman LLP as auditors. Resolution 4 relates to the re-election of Tim Donell who offers himself for re-election. The Company’s Articles of Association require 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 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 no present intention to exercise the authority conferred by the resolution, which will lapse at the earlier of the 2024 Annual General Meeting or 15 months after the Meeting. Resolution 6, which is subject to the passing of Resolution 5, 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 7 seeks to renew the directors’ authority to purchase the Company’s Ordinary Shares, up to a maximum of 14.99% of the 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, the Company’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 the regulations 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 7 will be proposed as a special resolution. Resolution 8 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 8 will be proposed as a special resolution. General Notes
(ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
A request that the Company publish a statement on its website, as described in sub-paragraph
A request to give notice of a resolution which members intend to move at the Meeting, as described in sub- paragraph (b) above, must (i) identify the resolution of which notice is to be given; (ii) be authenticated by the person or persons making it; and (iii) be received by the Company not later than six weeks before the Meeting. The Company must circulate the resolution proposed to each member entitled to receive notice of the Meeting. A request for the inclusion of an item in the business of the Meeting, as described in sub- paragraph (c) above, must (i) identify the matter for inclusion; (ii) be accompanied by a statement setting out the grounds for the request; (iii) be authenticated by the person or persons making it; and (iv) be received by the Company not later than six weeks before the Meeting. The Company must include the matter proposed in the business to be dealt with at the Meeting. A member or members wishing to make requests as described in this note 11 must send the request, together with their name and address and share certificate number(s), to the Company using the following method:
NP0523-3799 Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. |
ISIN: | GB00B1VS7G47 |
Category Code: | AGM |
TIDM: | ALNA |
LEI Code: | 213800SOAIB9JVCV4D57 |
Sequence No.: | 318889 |
EQS News ID: | 1893055 |
End of Announcement | EQS News Service |
UK Regulatory announcement transmitted by EQS Group AG. The issuer is solely responsible for the content of this announcement.