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DJ Netalogue Technologies Plc Notice of AGM 19th September 2014

 
TIDMNTLP 
 
Notice of Annual General Meeting 
 
Netalogue Technologies plc 
 
 
Notice is hereby given that the Annual General Meeting of Netalogue 
Technologies plc ("the Company") will be held at 14:00 on Friday 19thSeptember 
2014 at Baglan Bay Innovation Centre, Central Avenue, Baglan Bay, West 
Glamorgan, SA12 7AX for the purposes of considering and, if thought fit, 
passing the following resolutions which will be proposed, in the case of 
resolutions 1 to 4 (inclusive), as ordinary resolutions and, in the case of 
resolution 5, as a special resolution.: 
 
Ordinary Business 
 
1. THAT the Directors' Report and audited accounts of the Company for the year 
ended 31st March 2014 be received and adopted 
 
2. THAT G Henderson be re-elected as a director of the Company in accordance 
with the Articles of Association 
 
3. THAT PriceWaterhouse Coopers LLP be re-appointed as Auditors of the Company 
and the Directors be authorised to fix their remuneration 
 
4. 
 
THAT, in accordance with section 551 of the Companies Act 266 (the "2006 Act"), 
the Directors be generally and unconditionally authorised to allot shares in 
the Company or grant rights to subscribe for or to convert any security into 
shares in the Company ("Rights") up to an aggregate nominal amount of GBP 
400,000.00 provided that this authority shall, unless renewed, varied or 
revoked by the Company, expire on the earlier of the date falling 15 months 
after the date of the passing of this resolution and the conclusion of the 
subsequent annual general meeting of the Company, save that the Company may, 
before such expiry, make an offer or agreement which would or might require 
shares to be allotted or Rights to be granted and the Directors may allot 
shares or grant Rights in pursuance of such offer or agreement notwithstanding 
that the authority conferred by this resolution has expired. 
 
This authority is in substitution for all previous authorities conferred on the 
Directors in accordance with section 551 of the 2006 Act. 
 
Special Business 
 
5. 
 
THAT, the Directors be and are hereby empowered, pursuant to Section 570 of the 
Act, to allot equity securities (within the meaning of Section 560 of the Act) 
for cash pursuant to the authority conferred by Resolution 5 as if Section 561 
(1) of the Act did not apply to any such allotment provided that this power 
shall be limited to: 
 
(a) the allotment of equity securities in connection with a rights issue or 
other issue in favour of the holders of ordinary shares where the equity 
securities respectively attributable to the interests of the ordinary 
shareholders are proportionate (as nearly as may be) to the respective numbers 
of ordinary shares held or deemed to be held by them, subject only to such 
exclusions or other arrangements as the directors may deem necessary or 
expedient to deal with fractional entitlements, legal or practical problems 
arising in any overseas territory or by virtue of shares being represented by 
depository receipts, the requirements of any regulatory body or stock exchange 
or any other matter whatsoever; 
 
 b. the allotment of equity securities for the purpose of any option, incentive 
    or profit sharing scheme (whether or not an employees' share scheme as 
    defined in the Companies Act 2006) being a scheme approved by shareholders 
    in general meeting, and; 
 
 c. the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) 
    of securities for cash up to an aggregate nominal value of GBP400,000.00 
 
And shall expire on the date which is 15 months after the date on which the 
resolution is passed or, if earlier, at the conclusion of the next annual 
general meeting of the Company. 
 
By Order of the Board 
 
Secretary 
 
Cargil Management Services Limited 
 
Dated: 11th July 2014 
 
 
Registered Office: 
Netalogue Technologies plc, Eastcastle House, 27-28 Eastcastle Street, London, 
W1W 8DH. 
 
Notes to the Notice of Annual General Meeting 
 
Entitlement to attend and vote 
 
1. Pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001, 
the Company specifies that only those members registered on the Company's 
register of members 48 hours before the time of the Meeting shall be entitled 
to attend and vote at the Meeting. 
 
Appointment of proxies 
 
2. If you are a member of the Company at the time set out in note 1 above, you 
are entitled to appoint a proxy to exercise all or any of your rights to 
attend, speak and vote at the Meeting and you should have received a proxy form 
with this notice of meeting. You can only appoint a proxy using the procedures 
set out in these notes and the notes to the proxy form. 
 
3. A proxy does not need to be a member of the Company but must attend the 
Meeting to represent you. Details of how to appoint the Chairman of the Meeting 
or another person as your proxy using the proxy form are set out in the notes 
to the proxy form. If you wish your proxy to speak on your behalf at the 
Meeting you will need to appoint your own choice of proxy (not the Chairman) 
and give your instructions directly to them. 
 
4. You may appoint more than one proxy provided each proxy is appointed to 
exercise rights attached to different shares. You may not appoint more than one 
proxy to exercise rights attached to any one share. To appoint more than one 
proxy, please contact Hannah Morgan or Louise Ambrose at Netalogue Technologies 
plc on 01639-816141. 
 
5. A vote withheld is not a vote in law, which means that the vote will not be 
counted in the calculation of votes for or against the resolution. If no voting 
indication is given, your proxy will vote or abstain from voting at his or her 
discretion. Your proxy will vote (or abstain from voting) as he or she thinks 
fit in relation to any other matter which is put before the Meeting. 
 
6. The notes to the proxy form explain how to direct your proxy how to vote on 
each resolution or withhold their vote. 
 
To appoint a proxy using the proxy form, the form must be: 
 
  * completed and signed; 
 
  * sent or delivered to Netalogue Technologies plc, Baglan Bay Innovation 
    Centre, Central Avenue, Baglan Bay, West Glamorgan, SA12 7AX; 
 
  * and received by Netalogue Technologies plc no later than 48 hours prior to 
    the Meeting. 
 
In the case of a member which is a company, the proxy form must be executed 
under its common seal or signed on its behalf by an officer of the Company or 
an attorney for the Company. 
 
Any power of attorney or any other authority under which the proxy form is 
signed (or a duly certified copy of such power or authority) must be included 
with the proxy form. 
 
Appointment of proxy by joint members 
 
7. In the case of joint holders, where more than one of the joint holders 
purports to appoint a proxy, only the appointment submitted by the most senior 
holder will be accepted. Seniority is determined by the order in which the 
names of the joint holders appear in the Company's register of members in 
respect of the joint holding (the first-named being the most senior). 
 
Changing proxy instructions 
 
8. To change your proxy instructions simply submit a new proxy appointment 
using the methods set out above. Note that the cut-off time for receipt of 
proxy appointments (see above) also apply in relation to amended instructions; 
any amended proxy appointment received after the relevant cut-off time will be 
disregarded. 
 
Where you have appointed a proxy using the hard-copy proxy form and would like 
to change the instructions using another hard-copy proxy form, please contact 
Hannah Morgan or Louise Ambrose at Netalogue Technologies plc on 
01639-816141.If you submit more than one valid proxy appointment, the 
appointment received last before the latest time for the receipt of proxies 
will take precedence. 
 
Termination of proxy appointments 
 
9. In order to revoke a proxy instruction you will need to inform the Company 
using one of the following methods: 
 
By sending a signed hard copy notice clearly stating your intention to revoke 
your proxy appointment to Netalogue Technologies plc, Baglan Bay Innovation 
Centre, Central Avenue, Baglan Bay, West Glamorgan, SA12 7AX. In the case of a 
member which is a company, the revocation notice must be executed under its 
common seal or signed on its behalf by an officer of the Company or an attorney 
for the Company. Any power of attorney or any other authority under which the 
revocation notice is signed (or a duly certified copy of such power or 
authority) must be included with the revocation notice. 
 
In either case, the revocation notice must be received by Netalogue 
Technologies plc no later than 48 hours prior to the Meeting. 
 
If you attempt to revoke your proxy appointment but the revocation is received 
after the time specified then, subject to the paragraph directly below, your 
proxy appointment will remain valid. 
 
Appointment of a proxy does not preclude you from attending the Meeting and 
voting in person. If you have appointed a proxy and attend the Meeting in 
person, your proxy appointment will automatically be terminated. 
 
Issued shares and total voting rights 
 
10. As at 8th July 2014, the Company's issued share capital comprised 
48,746,333 ordinary shares of 1p each. Each ordinary share carries the right to 
one vote at an Annual General Meeting of the Company and, therefore, the total 
number of voting rights in the Company as at 8th July 2014 is 48,746,333. 
 
Communications with the Company 
 
11. Except as provided above, members who have general queries about the 
Meeting should telephone Hannah Morgan or Louise Ambrose at Netalogue 
Technologies plc on 01639-816141 (no other methods of communication will be 
accepted). You may not use any electronic address provided either in this 
notice of general meeting; or any related documents (including the chairman's 
letter and proxy form), to communicate with the Company for any purposes other 
than those expressly stated. 
 
 
 
END 
 

(END) Dow Jones Newswires

July 11, 2014 03:00 ET (07:00 GMT)