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DJ Ganapati plc Notice of AGM

 
TIDMGANP 
 
GANAPATI Plc 
 
(Incorporated in England and Wales under the Companies Act 2006 number 8807827) 
 
                       NOTICE OF ANNUAL GENERAL MEETING 
 
Notice is hereby given that the Annual General Meeting of Ganapati Plc ("the 
Company") will be held at the London offices of Ganapati Plc, 1 Primrose 
Street, London, United Kingdom, EC2A 2EX on Wednesday, 31 July 2019 at 11:00am 
(UK time) for the following purposes: 
 
Ordinary resolutions: 
 
 1. To receive and adopt the accounts and reports of the directors and the 
    auditors for the financial year ended 31 January 2019; 
 2. To approve the remuneration of the Directors in respect of the year ended 
    31 January 2019; 
 3. To appoint PKF Littlejohn LLP auditors to the Company for the financial 
    year ending 31 January 2020; 
 4. To authorise the Directors to determine the remuneration of PKF Littlejohn 
    LLP as the auditors of the Company; 
 5. To elect Mr Yutaka Iwakiri, who has been appointed a director since the 
    2018 Annual General Meeting, a director of the Company; 
 6. To re-elect Mr Yukio Ishihara, a director who retires by rotation in 
    accordance with Article 32.1, a director of the Company. 
 7. In accordance with Section 551 of the Companies Act 2006 (as amended), 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 
    GBP30,820 provided that this authority shall, unless renewed, varied or 
    revoked by the Company, expire on the earlier of the conclusion of the 
    Annual General Meeting of the Company to be held in 2020 or the date 
    falling twelve months after the passing of this Resolution 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 Companies Act 2006, but without 
prejudice to any allotment of shares or grant of Rights already made or offered 
or agreed to be made pursuant to such authorities. 
 
As a special resolution: 
 
 1. The Directors be empowered (in substitution for and to the exclusion of any 
    other existing powers save to the extent that the same have been previously 
    exercised) pursuant to Section 570 of the Companies Act 2006 to allot 
    equity securities (within the meaning of Section 560 of the Companies Act 
    2006) of the Company for cash pursuant to the authority conferred on them 
    by Resolution 10 and to allot relevant securities as if Section 561(1) of 
    the Companies Act 2006 did not apply to any such allotment. 
 
This power shall (unless previously revoked or varied by the Company in General 
Meeting) expire twelve months after the date of the passing of this Resolution 
or at the conclusion of the Annual General Meeting of the Company to be held in 
2020 whichever first occurs save that the Company may, before such expiry, make 
an offer or agreement which would or might require equity securities to be 
allotted after such expiry and the Directors may allot equity securities in 
pursuance of such an offer or agreement as if the power conferred hereby had 
not expired. 
 
BY ORDER OF THE BOARD 
 
Michael Hudson 
 
Company Secretary 
 
Registered office: 
1st Floor, 6-8, Standard Place, 
Rivington Street, 
London, EC2A 3BE 
United Kingdom 
 
Dated: 5 July 2019 
 
Notes: 
 
 1. Every holder has the right to appoint one or more (subject to note 7 below) 
    other person(s) of their choice, who need not be a shareholder, to attend 
    and, on a poll, vote on their behalf at the meeting. If you wish to appoint 
    a person other than the chairman of the Company, please insert the name of 
    your chosen proxy holder in the space provided. 
 2. In the case of joint holders, the vote of the person first named in the 
    register of members of the Company tendering a vote will be accepted to the 
    exclusion of the votes of the other joint holders. 
 3. To be effective, this form, completed and signed, and any power of attorney 
    or other authority under which it is signed or a notarially certified copy 
    of such power or authority, must be lodged at the office of the Company's 
    registrars at: Share Registrars Limited, The Courtyard, 17 West Street, 
    Farnham, Surrey GU9 7DR, by 29 July 2019 at 11:00 am (UK time) (ie not less 
    than 48 hours before the time of the meeting). 
 4. In the case of a shareholder which is a company or other body corporate, 
    this 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 
    corporation which is a member of the Company can appoint one of more 
    corporate representatives who may exercise, on its behalf, all its powers 
    as a member provided that no more than one corporate representative 
    exercises powers over the same share. 
 5. To direct your proxy how to vote on the resolutions, mark the appropriate 
    box with an "X".  The "Vote Withheld" option is provided to enable you to 
    abstain on any particular resolution.  However, it should be noted that a 
    "Vote Withheld" is not a vote in law and will not be counted in the 
    calculation of the proportion of the votes "For" and "Against" a 
    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. In accordance with regulation 41 of the Uncertificated Securities 
    Regulations 2001, entitlement to attend and vote at the meeting and the 
    number of votes which may be cast thereat will be determined by reference 
    to the register of members of the Company 48 hours before the time 
    appointed for the meeting or any adjournment thereof.  Changes to entries 
    on the Register of Members after that time shall be disregarded in 
    determining the rights of any person to attend and vote at the meeting. 
 7. 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 the registrars of the Company: Share 
    Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR. 
     To change your proxy instructions, please submit a new proxy form using 
    the methods set out in these notes and the notes to the proxy form.  To 
    revoke your proxy, you will need to notify the Company in writing by 
    sending a hard copy notice to Share Registrars Ltd at the above address 
    clearly stating your intention to revoke your proxy appointment, prior to 
    the date and time set out in note 3. 
 8. To appoint one or more proxies or to give an instruction to a proxy 
    (whether previously appointed or otherwise) via the CREST system, CREST 
    messages must be received by the issuer's agent (ID number 7RA36) not later 
    than 48 hours before the time appointed for holding the meeting.  For this 
    purpose, the time of receipt will be taken to be the time (as determined by 
    the timestamp generated by the CREST system) from which the issuer's agent 
    is able to retrieve the message.  The Company may treat as invalid a proxy 
    appointment sent by CREST in the circumstances set out in regulation 35(5) 
    (a) of the Uncertificated Securities Regulations 2001. 
 9. Any alterations made to the Proxy form should be initialed. 
10. The completion and return of the Proxy form will not preclude a holder from 
    attending, speaking and voting in person at the meeting. 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. If the Company 
    is unable to determine which appointment was last validly received, none of 
    them shall be treated as valid in respect of that share. 
11. Welbeck Associates have amalgamated their practice with PKF Littlejohn LLP 
    since the 2018 Annual general Meeting which is why the resolution is to 
    appoint PKF Littlejohn LLP the auditors this year. 
12. The accounts for the Company may be viewed on the Company's website. 
 
                                 FORM OF PROXY 
 
                                 GANAPATI PLC 
 
For use at the Annual General Meeting to be held at the offices of Ganapati Plc 
at 
1 Primrose Street, London, United Kingdom, EC2A 3BE at 11:00am on 31 July 2019. 
 
I.......................................................................................... 
.... 
 
of .................................................................................... 
........ 
 
being a member of Ganapati Plc, hereby appoint 
.................................................... or failing him/her the 
Chairman of the meeting as my proxy to vote in my name and on my behalf at the 
Annual General Meeting of Ganapati Plc to be held on 31 July 2019 and at any 
adjournment thereof. 
 
This form is to be used in respect of the resolutions as follows: 
 
                                FOR           AGAINST      ABSTAIN 
 
Resolution 1 (adopt the 
directors report and accounts) 
 
Resolution 2 (approve 
directors' remuneration) 
 
Resolution 3 (appoint PKF 
Littlejohn LLP auditors) 
 
Resolution 4 (authorise 
directors to fix auditors' 
remuneration) 
 
Resolution 5 (elect Mr Iwakiri 
a director) 
 
Resolution 6 (re-elect Mr 
Ishihara a director) 
 
Resolution 7 (authorise 
directors to allot shares, CA 
s551) 
 
Resolution 8 (disapply 

(MORE TO FOLLOW) Dow Jones Newswires

July 22, 2019 07:39 ET (11:39 GMT)

DJ Ganapati plc Notice of AGM -2-

pre-emption rights, CA s570) - 
Special Resolution 
 
Unless otherwise instructed the proxy may vote as he thinks fit or abstain from 
voting. 
 
Signed this .................... day of   July   2019   Signed 
.......................................................... 
 
                          Please return this form to: 
 
 Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 
                                      7DR 
 
             to be received no later than 11.00am on 29 July 2019 
 
 
 
END 
 

(END) Dow Jones Newswires

July 22, 2019 07:39 ET (11:39 GMT)