WindarPhotonics AnnualReport 2018 All - Flipbook - Page 77
Explanatory Notes to the Notice of
Annual General Meeting (“AGM”)
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 5 are 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 is proposed as a special resolution. This means that for this resolution to be passed,
at least three-quarters of the votes cast must be in favour of the resolution.
Resolution 1: Approval of the annual report and accounts
The Company is required to present its report and accounts to shareholders at its AGM.
This provides an opportunity to discuss the performance of the Company during the year,
its management and prospects for the future.
Resolutions 2: Re-election of directors
The Company's articles one third of the Directors to retire by rotation at each AGM and at the
first AGM following their appointment. The board proposes them for re-election as Directors of the
Company. Biographical details of all directors can be found on page 19 of the 2018 annual report.
Resolutions 3 and 4: Auditors reappointment and remuneration
It is a requirement that the Company’s auditor must be reappointed at each general meeting at
which financial statements are laid, in effect, at each AGM. After considering relevant information,
the Audit Committee recommended to the Board the reappointment of BDO LLP.
Resolution 3 proposes BDO LLP’s reappointment and Resolution 4 authorises the Directors to
determine their remuneration.
Resolution 5: Directors' power to allot relevant securities
Under section 551 of the Companies Act 2006, relevant securities may only be issued with the
consent of the shareholders, unless the shareholders pass a resolution generally authorising the
Directors to issue shares without further reference to the shareholders. This resolution authorises
the general issue of shares up to an aggregate nominal value of £111,400, which is equal to 20%
of the nominal value of the current issued share capital of the Company. Such authority will expire
at the conclusion of the next AGM of the Company or six months after the Company’s accounting
reference date, being 30 June 2020 (whichever is the earlier).
Resolution 6: Disapplication of pre-emption rights on equity issues for cash
Section 561 of the Companies Act 2006 requires that a company issuing shares for cash must first
offer them to existing shareholders following a statutory procedure which, in the case of a rights
issue, may prove to be both costly and cumbersome. This resolution excludes that statutory procedure
as far as rights issues are concerned. It also enables the Directors to allot shares up to an aggregate
nominal value of £111,400, which will be equal to 20% of the nominal value of the current issued
share capital of the Company, assuming resolution 5 being passed. The Directors believe that the
powers provided by this resolution will maintain a desirable degree of flexibility. Unless previously
revoked or varied, the disapplication will expire on the conclusion of the next AGM of the Company
or six months after the Company’s accounting reference date, being 30 June 2020 (whichever is
the earlier).
Windar Photonics - Annual Report and Accounts 2018
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