BIOQUELL PLC
Notice of Annual General Meeting 2010 and form of Proxy
Introduction:
This booklet contains information for the holders of BIOQUELL PLC ordinary shares (“Shares”)
The Annual General Meeting (“AGM”) of BIOQUELL PLC (“BIOQUELL” or the “Company”) will take place on Monday 17 May 2010 at the Company’s offices, 52 Royce Close, West Portway, Andover, Hampshire SP10 3TS. The Meeting will start at 12.00 noon.
The formal Notice of the AGM starts on page 2. Please read all the information there, together with the notes on page 2.
To download the full Notice and the Form of Proxy as a PDF, Click here.
Explanatory Notes:
The AGM will cover a number of standard items of Ordinary Business (resolutions 1 to 8) and one item of Special Business (resolution 9).
Ordinary business:
These items will be proposed as ordinary resolutions. To pass these resolutions at least 50% of the votes cast on the resolution must be in favour.
Resolutions 1 and 2: Reports of the Directors and the Accounts
The Directors of BIOQUELL (“Directors”) must lay the Company’s Accounts, the Directors’ Report, the Directors’ Remuneration Report and the Auditors’ Report before the members in general meeting. This is a legal requirement once the Directors have approved the Accounts and the Directors and the Auditors have prepared their respective reports.
Resolution 3: Appointment of Auditors
At each AGM, the Company is required to appoint Auditors to serve until the next such meeting. Resolution 3 proposes the re-appointment of the Company’s present Auditors, Deloitte LLP. In accordance with normal practice, the Directors should be authorised to fix their remuneration.
Resolutions 4 and 5: Re-election of Directors retiring by rotation
The Company’s Articles of Association state that one third of the Directors, and any Director who has served for nine consecutive years, subject to retirement by rotation, shall retire from office at each AGM. Mr S J Constantine and Mr N Keen have agreed that they shall retire and, being eligible, offer themselves for re-election.
Biographical details of Mr Constantine and Mr Keen are set out in the Report and Accounts.
Resolution 6: Payment of a preference share dividend
Article 119 of the Company’s Articles of Association requires dividends to be authorised and declared by ordinary resolution of the Company. No dividend may exceed the amount recommended by the Directors. The Directors recommend a payment of £11,250 on the First Preference Shares representing 7.5 pence per First Preference Share.
Resolution 7: Payment of a dividend on the Shares
Similar to Resolution 6 but relating to the Company’s ordinary shares, the Directors recommend a payment of 2.42 pence per Share.
Resolution 8: Directors authority to allot shares (Section 551)
This Resolution provides for the grant of authority to the Directors pursuant to Section 551 of the Companies Act 2006 to allot Shares to a nominal value of £1,390,840 (being one third of the authorised share capital in issue at 30 March 2010). The authority will terminate no later than 15 months after the AGM, or if sooner the holding of the AGM in 2011.
Special Business
Resolution 9: Renewal of Directors’ authority to allot shares for cash and under rights issues
Section 561 of the Companies Act 2006 requires ordinary shares allotted for cash (other than pursuant to employee share schemes) to be offered to existing shareholders on a pro rata basis. Resolution 9 allows the Directors to allot Shares other than in accordance to Section 561 in connection with rights issues and other offers, and otherwise up to a maximum nominal amount of £208,626, representing approximately 5% of the Company’s issued Share capital as at 30 March 2010. The authority will terminate no later than 15 months after the AGM, or if sooner the holding of the AGM in 2011.
Notice is hereby given that the Annual General Meeting of BIOQUELL PLC will be held at the offices of the Company, 52 Royce Close, West Portway, Andover, Hampshire SP10 3TS on 17 May 2010 at 12.00 noon for the following purposes:
- To receive and consider the report of the Directors and the audited accounts for the year ended 31 December 2009.
- To approve the Directors’ Remuneration Report for the year ended 31 December 2009.
- To re-appoint Deloitte LLP as Auditors of the Company and to authorise the Directors to determine the remuneration of the Auditors.
- To re-elect Mr S J Constantine as a Director of the Company.
- To re-elect Mr N Keen as a Director of the Company.
- To authorise and declare the payment of the dividend for the year on the 7.5% redeemable cumulative preference shares (“First Preference Shares”).
- To authorise and declare the payment of the dividend for the year of 2.42 pence per BIOQUELL PLC ordinary share as specified in the Chairman’s Statement set out in the 2009 Annual Report.
To consider and, if thought fit, pass the following resolutions of which resolution number 8 will be proposed as an ordinary resolution and resolution number 9 as a special resolution.
Ordinary Resolution
8. That:
(a) The Directors be and they are hereby generally and unconditionally authorised for the purpose of Section 551 of the Companies Act 2006 to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for securities or to convert securities into shares in the Company up to a maximum aggregate nominal amount of £1,390,840 at any time on or before the conclusion of the AGM of the Company to be held in 2011 or the date falling 15 months after the passing of this resolution (whichever is the earlier);
(b) The Company be allowed to make any offer or agreement before the expiry of such period which will or might require any such relevant securities to be allotted or any such rights to be granted after the expiry of this authority and the Directors may, notwithstanding such expiry, allot shares and grant such rights pursuant to any such offer or agreement made by the Company before the expiry of such period; and
(c) This authority be in substitution for all existing authorities given by the Company for the purpose of Section 551 of the Companies Act 2006 to the extent such authorities are unused.
Special Resolution
9. Subject to the passing of the previous resolution, that the Directors of the Company be and they are generally and unconditionally authorised at any time during the period commencing on the date of the passing of this resolution and expiring at the conclusion of the AGM of the Company to be held in 2011 or on the date falling 15 months after the passing of this resolution (whichever is the earlier) and at any time thereafter, notwithstanding that this authority has expired, pursuant to any offer or agreement made by the Company before the expiry of such period, to allot any equity securities of the Company under any authority conferred on them from time to time pursuant to Section 551 of the Companies Act 2006 or any re-enactment thereof (“the Act”) as if sub-section (1) of Section 561 of the Act did not apply thereto, provided that such authority and power shall be limited to the allotment of equity securities (as defined for the purpose of Section 570 of the Act), as follows:
(a) in connection with any rights issue or issues of equity securities to the holders of relevant shares of the Company in proportion (as nearly as may be) to their respective holdings of such shares or (where applicable) in accordance with the rights for the time being attached to such shares (but subject to statutory exclusion, or other arrangements as the Directors may deem necessary or expedient to deal with problems under the laws of any territory or the requirements of any regulatory body or any stock exchange in any territory or in connection with fractional entitlements or otherwise); and
(b) any other allotment for cash of equity securities up to a maximum aggregate nominal value of £208,626.
By order of the Board
GEORGINA POPE
Secretary
30 March 2010
Registered Office:
52 Royce Close
West Portway
Andover
Hampshire
SP10 3TS
NOTES:
1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his or her behalf. A proxy need not be a member of the Company. Holders of First Preference Shares are not entitled, as such, to attend and vote at the AGM.
2. A form of proxy is provided with this notice and instructions for use are shown on the form. To be valid, forms of proxy must be completed in accordance with the instructions set out in the form and returned so as to be received at the offices of the Company’s Registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU not less than 48 hours before the time fixed for the AGM (i.e. no later than 12.00 noon on 15 May 2010) or any adjournment thereof. Completion of the form of proxy will not preclude a member from attending and voting in person at the meeting if the member so wishes.
3. Copies of the Directors’ letters of appointment and service contracts are available for inspection at the registered office of the Company, 52 Royce Close, West Portway, Andover, Hampshire SP10 3TS during usual business hours on each business day and will also be available at the place of the AGM for at least 15 minutes prior to and during the AGM. The register of Directors’ interests will be available for inspection at the commencement of, and during, the AGM.
4. As permitted by regulation 41 of the Uncertificated Securities Regulations 2002, only those shareholders who are registered on the Company’s register of members at 12.00 noon on 15 May 2010 or, in the event that the AGM is adjourned, on the register of members 48 hours before the time of any adjourned meeting, shall be entitled to attend the AGM and to vote in respect of the number of ordinary shares registered in their names at that time. Changes to entries on the register of members after 12.00 noon on 15 May 2010 or, in the event that the AGM is adjourned, on the register of members 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and/or vote at the AGM.
