Notice of Annual General Meeting
NOTICE OF ANNUAL GENERAL MEETING
APQ GLOBAL LIMITED
(Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with registered number 62008)
NOTICE is hereby given pursuant to the Articles of Incorporation of APQ GLOBAL LIMITED (the "Company") that the Annual General Meeting of the Company will take place at 2pm on Tuesday 16 July 2019 at 2.00pm 1st Floor, Tudor House, Le Bordage, St Peter Port, Guernsey for the purpose of considering and if thought fit, passing the following resolutions:
Ordinary Business to be proposed as Ordinary Resolutions
To receive and consider the Annual Report and Audited Financial Statements of the Company together with the reports of the Directors and Auditors therein, for the year ended 31 December 2018
To ratify the appointment of BDO LLP as Auditors to the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company
To authorise the Directors to determine the remuneration of the Auditors
To authorise and agree the Directors' remuneration
To re-elect Mr Wesley Davis as a Director of the Company having been appointed as a Director on 1 January 2019
Special Business to be proposed as Special Resolution
THAT the Directors be and are hereby unconditionally authorised to issue and/or sell from treasury for cash up to 7,818,789 Ordinary Shares, at not less than the book value per Ordinary Share, which represents 10 per cent. of the total number of Ordinary Shares in issue at the date of this notice, as if the pre-emption rights conferred by the Company's articles of incorporation did not apply to the issue and/or sale, such authority to expire at the annual general meeting of the Company to be held in 2020, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the allotment and/or sale of Ordinary Shares in pursuance of such an offer or agreement as if such authority had not expired.
THAT the Company generally be and is hereby authorised for the purposes of section 315 of The Companies (Guernsey) Law, 2008, as amended (the "Law") (subject to all applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its Ordinary Shares for all and any purposes, provided that:
the maximum number of Ordinary Shares hereby authorised to be purchased shall be 11,720,364 being 14.99 per cent. of the Ordinary Shares in issue at the date of this notice;
the minimum price (exclusive of expenses) which may be paid for the Ordinary Shares shall be £0.01
the maximum price, exclusive of any expenses, which may be paid for an Ordinary Share shall be an amount equal to 105 per cent. of the average of the market values of those Ordinary Shares for the five business days immediately before the purchase is made;
this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2020;
before such expiry the Company may enter into a contract to purchase shares that would or might require a purchase to be completed after such expiry;
the purchase price may be paid by the Company to the fullest extent permitted by the Law; and
any Ordinary Shares bought back by the Company may be held in treasury in accordance with the Law or be subsequently cancelled by the Company.
By order of the Board
Active Services (Guernsey) Limited
Date: 1 July 2019
1. Any shareholder entitled to attend, speak and vote at the meeting is entitled to appoint one or more proxies to attend, speak and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. A shareholder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. A proxy may be an individual or a body corporate who need not be a shareholder of the Company.
2. In the case of a shareholder which is a company, the instrument appointing a proxy may be executed under the shareholder's common seal (or in any other manner permitted by law and having the same effect as if executed under seal) or under the hand of a duly authorised officer, attorney or other person.
3. The Form of Proxy, together with, if appropriate, any power of attorney or other authority or a notarially certified copy of any power of attorney or other authority (if any) under which it is signed, must be deposited at the Company Secretary, Active Services (Guernsey) Limited, 1st Floor, Tudor House, Le Bordage, St Peter Port, Guernsey, Channel Islands, GY1 1DB no later than 2pm on 14 July 2019, or not less than 48 hours before (excluding weekends and bank holidays) the time for holding any adjourned meeting, as the case may be.
4. To appoint more than one proxy to vote in relation to different shares within your holding you may photocopy the form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which in aggregate should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned together in the same envelope.
5. Joint registered holders of shares do not have the right of voting individually in respect of such shares but shall elect one of the joint holders to represent them and to vote, whether in person or by proxy, in their name. In the absence of such election the person whose name stands first on the register of shareholders will alone be entitled to vote with respect to such shares.
6. Any corporation which is a shareholder of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of any class of shareholders of the Company or to approve any resolution submitted in writing and the person so authorised shall be entitled to exercise on behalf of the corporation which he represents the same powers (other than to appoint a proxy) as that corporation could exercise if it were an individual shareholder of the Company.
7. To change your proxy instructions, simply submit a new proxy appointment using the method set out above. 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. Please note that the cut-off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
8. Return of a completed Form of Proxy will not preclude a shareholder from attending and voting personally at the meeting. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
9. Only shareholders registered in the register of shareholders of the Company 48 hours before the time fixed for the meeting or adjourned meeting shall be entitled to attend, speak and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after such time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
10. The quorum for a general meeting is one or more shareholders present in person or by proxy and holding 5 per cent. or more of the voting rights available at such meeting.
11. The majority required for the passing of a special resolution is not less than seventy five per cent. (75 per cent.) of the total number of votes cast in favour of the resolution.
12. If the resolutions are duly passed at the meeting (or any adjourned meeting), and other necessary formalities are completed, this will result in the proposed resolutions becoming binding on each shareholder in the Company whether or not they voted in favour of the resolutions, or voted at all.
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