Category: finance

## **NOTICE OF ANNUAL GENERAL MEETING** 

## **BWA GROUP PLC** 

_(the “_ _**Company** ”)_ 

_(Incorporated in England and Wales under the Companies Act 1929 with registered number 00255647)_ 

## **NOTICE OF ANNUAL GENERAL MEETING** 

**If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended). If you have sold or otherwise transferred all your shares in BWA Group plc, please forward this document and the accompanying form of proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.** 

Notice is hereby given that the 2021 Annual General Meeting ("AGM") of BWA Group plc (the "Company") will be held at St Jacques House, St Jacques, St Peter Port, Guernsey, GY1 1SP at 11:00am on 13 July 2021 to consider and, if thought fit, to pass the following resolutions. It is intended to propose resolutions 5, 6 and 7 as special resolutions. All other resolutions will be proposed as ordinary resolutions. 

As a result of the ongoing COVID-19 pandemic, the measures that the UK Government has put in place restricting public gatherings and being mindful of the health and safety of our shareholders, employees and stakeholders, the AGM will be a closed meeting. Accordingly, shareholders will not be permitted to attend in person. Any shareholder that seeks to attend the AGM in person will be prevented from doing so. The Company shall ensure that a quorum (being two shareholders present in person or by proxy) is present in accordance with the Company's articles of association, so as to allow the business contained in this Notice of AGM to be conducted. 

The Chairman of the meeting will direct that all resolutions will take place by way of a poll, rather than a show of hands, to ensure that proxy votes are recognised in order to accurately reflect the views of shareholders. The voting results on the resolutions put to the AGM will be announced to the market following the closure of the AGM. The Company will continue to monitor the situation and, if circumstances change such that shareholders in general are able to attend the AGM, the Company will make an announcement via a Regulatory Information Service and provide an update on its website. 

## **ORDINARY BUSINESS** 

To consider and if thought fit to pass the following Resolutions 1 - 3 which will be proposed as ordinary resolutions: 

- 1 To receive the audited Financial Statements for the year ended 31 December 2020, together with the directors’ and auditors’ reports thereon. 

- 2 To re-appoint James Butterfield who retires in accordance with the Company’s Articles of Association and offers himself for re-election, as a director. 

- 3 To appoint MHA MacIntyre Hudson as the auditors of the Company to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which the accounts are laid before the Company, at a remuneration to be determined by the Directors. 

## **SPECIAL BUSINESS** 

To consider and if thought fit, to pass the following resolutions, of which Resolution 4 will be proposed as an ordinary resolution and Resolutions 5, 6 and 7 will be proposed as a special resolution: 

- 4 That, in accordance with section 551 of the Companies Act 2006 (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 £2,000,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 31 December 2022 or, if earlier, the conclusion of the Company’s next annual general meeting 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. 

- 5 That, subject to the passing of resolution 4, the Directors be given the general power to allot equity securities (as defined by section 560 of the 2006 Act) for cash, either pursuant to the authority conferred by resolution 4 or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to: 

- 5.1 the allotment of equity securities in connection with an offer by way of a rights issue to the holders of: 

   - (a) ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and 

   - (b) other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and 

- 5.2 the allotment (otherwise than pursuant to paragraph 6.1 above) of equity securities up to an aggregate nominal amount of £2,000,000. 

The power granted by this resolution 5 will expire on 31 December 2022 or, if earlier, the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. 

6. That, with effect from the conclusion of the meeting the articles of association of the Company be amended by adding the following new article 113.5: 

‘113.5 The requirements of this Article shall be deemed satisfied in relation to the members by sending to each member instead of those printed documents, where permitted by the Statutes, electronic copies of the relevant documents.’ 

7. That, with effect from the conclusion of the meeting the articles of association of the Company be amended by adding the following new article 115.4: 

‘115.4 The requirements of this Article shall be deemed satisfied in relation to the members by sending to each member instead of by post, where permitted by the Statutes, by electronic format such notices to the email address provided by that member.’ 

**Your Board believes that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole. Accordingly, the directors unanimously recommend that the shareholders vote in favour of the resolutions, as they intend to do in respect of their own beneficial holdings of shares in the Company being, in aggregate, 129,205,207 ordinary shares representing approximately 41.8 per cent. of the issued share capital of the Company.** 

_By order of the Board_ 

_Registered Office_ One Bartholomew Close, Barts Square, London EC1A 7BL 

James Butterfield Secretary 

18 June 2021 

## **Notes:** 

## **Entitlement to attend and vote** 

- 1 Only those members registered on the Company's register of members at 11:00am on 9 July 2021, being 48 hours (excluding non-business days) prior to the Meeting, or adjournment as the case may be, shall be entitled to attend and vote at the Annual General Meeting. 

## **Appointment of proxies** 

- 2 If you are a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Annual General 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 The only proxy you may appoint is the Chairman of the annual general meeting.  Any other proxy will not be accepted, and your vote will be treated as invalid. 

- 4 Details of how to appoint the Chairman of the annual general meeting as your proxy using the proxy form are set out in the notes to the proxy form. 

- 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 you select either the “Discretionary” option or 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 Annual General Meeting. 

## **Appointment of proxy using hard copy proxy form** 

- 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 Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR or by facsimile transmission to 01252 719 232; 

- alternatively, the completed proxy form can be scanned and emailed to voting@shareregistrars.uk.com; and 

- received by Share Registrars Limited no later than 11:00am on 9 July 2021, being 48 hours (excluding non-business days) prior to the Meeting, or adjournment as the case may be. 

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 accompany the proxy form. 

## **Joint holders** 

- 7 In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy, but the vote of the first named on the register of members shall be accepted to the exclusion of other joint holders. 

## **Changing proxy instructions** 

- 8 To change your proxy instructions simply submit a new proxy appointment using the method 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 Share Registrars Limited at the address 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. 

## **Termination of proxy appointments** 

- 9 In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR. 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. The revocation notice must be received by Share Registrars Limited no less than 48 hours (excluding non-business days) 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. 

## **Communication** 

- 10 You may not use any electronic address provided either: 

   - in this notice of Annual 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. 

## **Current issued share capital** 

- 11 As at 5.00 p.m. on 17 June 2021, being the last business day prior to the date of posting of this notice of Meeting, the Company’s issued share capital comprised 309,112,891 Ordinary Shares of 0.5p each. Each Ordinary Share carries the right to one vote at a General Meeting of the Company and, therefore, the total number of voting rights in the Company as at 5.00 p.m. on the last business day immediately prior to the date of posting of this notice of meeting is 309,112,891. 



Question: When and where was BWA Group plc’s 2021 AGM scheduled, why was it a closed meeting, and what proportion of issued share capital did the directors beneficially hold?
Answer: The AGM was scheduled for 11:00am on 13 July 2021 at St Jacques House, St Jacques, St Peter Port, Guernsey, GY1 1SP. It was closed because of COVID-19 restrictions on public gatherings, so shareholders could not attend in person. The directors intended to vote their beneficial holdings of 129,205,207 ordinary shares, about 41.8% of issued share capital.