Wildcat Petroleum Plc (LON:WCAT) has announced details regarding its AGM.
This will be held at X0 Lounge, 52 Thornhill Rd, Streetly, B74 3EH on Friday 22nd December 2023 at 11.00 hours.
The Notice of AGM can be found below.
This document plus the Proxy Voting Form will be posted out today (15 November 2023) to Members who are on the Share Register.
Members unable to attend the AGM will be able to vote by Proxy and all Members will have the option to submit questions in advance of the meeting – details can be found in the Notice.
Shareholders who hold their shares in Nominee Accounts should be aware that this information will be sent direct to the Nominee name on the share register. The link below explains the action to be taken if you wish to vote/attend the AGM and hold your shares in a nominee account.
Wildcat’s Accounts for the Year Ending 30 June 2023 can be found on our website.
This announcement, and the Proxy document, will also be posted on our website.
Notice of the Annual General Meeting of Wildcat Petroleum plc to be held at X0 Lounge, 52 Thornhill Rd, Streetly, B74 3EH Friday 22nd December 2023 at 11.00 hours.
Shareholders will receive a Form of Proxy for use at the Annual General Meeting. The Form of Proxy should be completed and returned to Neville Registrars, Neville House, Steelpark Road, Halesowen, B62 8HD (the “Registrar“) in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 48 hours before the time appointed for holding the meeting or, in circumstances where the AGM is adjourned, 48 hours before the time of the adjourned meeting (excluding any UK non-working days). If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST Participant ID 7RA11) by no later than 48 hours before the time appointed for holding the meeting or, in circumstances where the AGM is adjourned, 48 hours before the time of the adjourned meeting (excluding any UK non-working days). The time of receipt will be taken to be the time from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
The action to be taken in respect of the Annual General Meeting is set out in the Chairman’s letter.
LETTER FROM THE CHAIRMAN OF THE COMPANY
(Incorporated in England and Wales under the Companies Act 2006 with registered number 12392909)
| Directors Mandhir Singh (Chairman) Glyn Foster Roberts (Non-Executive Director) | Registered Office Belmont House Third Floor Suite Asco-303 Belmont Road Uxbridge Middlesex, England UB8 1HE November 15 2023 |
Dear Shareholder
Annual General Meeting
Notice is given that the Company will hold its Annual General Meeting (the “AGM“) at X0 Lounge, 52 Thornhill Rd, Streetly, B74 3EH on Friday 22nd December 2023 at 11.00 hours to consider and, if shareholders approve, pass the below resolutions.
Attendance and questions at the AGM
The AGM provides a worthwhile and meaningful opportunity for members to raise questions, engage with the Directors and to vote on the business of the meeting and to raise other matters about the business of the Company. We therefore hope that as many shareholders as possible attend the AGM.
Voting at the AGM
If you are unable to attend the AGM in person, I would urge you to fill in the proxy form and return it to the Registrar as detailed in note 8, appoint your proxy electronically as detailed in note 9 or, if you are a CREST member, appoint your proxy through the CREST proxy appointment service as detailed in note 10. Please ensure your proxy is appointed with voting instructions, to ensure your vote is counted. The deadline for the receipt by our Registrars of all proxy appointments is 48 hours (excluding any UK non-working days) before the time appointed for holding the meeting.
Resolutions
Please carefully consider the attached Resolutions 1 to 9 (“Resolutions“). Resolutions 1 to 8 will be 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 9 will be proposed as a special resolution. This means that for Resolution 9 to be passed, at least three quarters of the votes cast must be in favour of the resolution.
Please find an explanation of each of the resolutions below:
Resolution 1 – Accounts and Financial Statements
Resolution 1 proposes the receipt of the audited accounts and financial statements of the Company for the year ended 30 June 2023, together with the directors’ and auditors’ reports.
Resolution 2 – Directors’ Remuneration Report
Resolution 2 seeks approval by shareholders of the directors’ remuneration report for the year ended 30 June 2023. The Directors’ Remuneration Report is set out on pages 16 to 17 of the Company’s Annual Report and Accounts.
Resolution 3 – Directors’ Remuneration Policy
Resolution 3 seeks approval by shareholders of the directors’ remuneration policy, which, if approved, would take effect immediately after the end of the AGM. The Directors’ Remuneration Policy is set out on page 16 of the Company’s Annual Report and Accounts.
Resolution 4 – Reappointment of Auditor
The reappointment of Shipleys LLP as auditors of the Company, having been appointed by the Directors on 21 November 2022. The directors recommend Shipleys LLP are reappointed.
Resolution 5 – Remuneration of Auditor
Resolution 5 seeks authority for the Directors to fix the remuneration of Shipleys LLP as auditor of the Company.
Resolutions 6 and 7 – Re-appointment of Directors
The Board considers it appropriate in accordance with the principles of good corporate governance for each of the directors to stand for re-appointment. Resolution 6 proposes the re-appointment of Mandhir Singh and resolution 7 proposes the re-appointment of Glyn Foster Roberts. The Board recommends that each of the directors is re-appointed.
Resolution 8 – Directors’ authority to allot shares
Resolution 8 is proposed to provide the directors with the authority to allot shares of up to a maximum nominal value of £19,621 (representing approximately 25% of the Company’s issued ordinary share capital) in relation to a pre-emptive rights issue and with authority to allot shares of up to a maximum nominal value of £19,621 (representing approximately 25% of the Company’s issued ordinary share capital) in any other case. Relevant Securities allotted under one of those authorities will reduce the number of ordinary shares which can be issued under the other. The authorities sought in resolution 8 at the AGM will expire upon the earlier of the end of the next Annual General Meeting, and 28 February 2025.
Resolution 9 – Disapplication of pre-emption rights
Under section 561(1) of the Companies Act 2006 (the “Act“), if the Directors wish to allot any shares or grant rights over shares (other than pursuant to an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of shares for cash without a pre-emptive offer to existing shareholders. This cannot be done under the Act unless the shareholders have first waived their pre-emption rights. Resolution 9 authorises the dis-application of pre-emption rights on these actions up to an aggregate nominal value of £19,621. The authority sought in resolution 9 at the AGM will expire on the earlier of the end of the next Annual General Meeting, and 28 February 2025.
Resolutions 8 and 9 would, if passed, give the Directors the power to take advantage of funding (including, without limitation, the reduction of external borrowing) and/or acquisition opportunities as and when they arise, without the need to refer further to shareholders.
Recommendation
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. Accordingly, your Board of Directors unanimously recommends that you vote in favour of each of these resolutions to be proposed at the AGM. The results of the voting on all resolutions will be announced via the Regulatory News Service and published on our website as soon as practicable following the conclusion of the AGM.
The Board would like to thank all shareholders for their continued support.
Yours faithfully
Mandhir Singh
Chair
15 November 2023
