LightwaveRF GM2023 General Meeting Instructions
- June 15, 2024
- LightwaveRF
Table of Contents
LightwaveRF Ltd
NOTICE OF THE GENERAL MEETING
GM2023 General Meeting
Notice is hereby given that the General meeting (“GM”) of LightwaveRF ltd (“Company”) will be held at The Assay Office on Tuesday 12 December 2023 at 12:00 noon to consider and, if thought fit, pass the following resolutions. Resolutions 1 will be proposed as ordinary resolution. Resolution 2 will be proposed as a special resolution.
IMPORTANT NOTICE
Shareholders should note that only the usual and formal business set out in
the notice of GM will be considered at the GM. Accordingly shareholders
wishing to vote on any of the matters of business are urged to do so through
completion of a proxy form, which can be submitted to the Company’s Registrar.
Proxy forms should be completed and returned in accordance with the
instructions thereon.
Any shareholder who has a question is invited to contact the Company (by email
to the Chief Executive Officer of the Company, Jason Elliott at
Jason.elliott@lightwaverf.com by 8 December 2023 and the Company will post any
answers on its website at www.lightwaverf.com.
Ordinary Business
Resolution 1
THAT the Directors be and are hereby generally and unconditionally authorised
for the purposes of section 551 of the Companies Act 2006 (“Act”) to exercise
all the powers of the Company 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 £2,500,000 which equates to 50
million shares in relation to the Ordinary Shares, given the nominal value of
5p, it is the intention of Directors to issue such shares in any forthcoming
fundraising. In certain limited circumstances, the Directors may be required
to issue A Ordinary Shares and their nominal value is £0.001 per share. This
authority shall expire on the date of the next annual general meeting of the
Company following the passing of this resolution (unless renewed, varied or
revoked by the Company prior to or on that date), 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 after such expiry and the
Directors may allot shares or grant Rights in pursuance of such an offer or
agreement as if the authority conferred hereby had not expired.
This authority shall be in addition to any existing authority pursuant to
section 551 of the Act to the extent not utilised at the date this resolution
is passed.
Special Business
Resolution 2 THAT, subject to and conditional upon the passing of Resolution
1, the Directors be and are hereby generally authorised pursuant to section
570 of the Act to allot equity securities (as defined in section 560 of the
Act) for cash for the duration of this authority as if section 561 of the Act
did not apply to any such allotment PROVIDED THAT such power shall be limited
to:
(a) the allotment of equity securities in connection with a rights issue, open
offer or any other pre-emptive offer in favour of holders of equity securities
(as required by the rights of those securities) in proportion (as nearly as
may be) to their respective holdings, subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates, legal or practical
difficulties in or under the laws of any territory or the requirements of any
regulatory body or stock exchange; or
(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of
equity securities up to an aggregate nominal amount of £2,500,000, this
equates to 50 million shares in relation to the Ordinary shares, given the
nominal value of 5p, it is the intention of Directors to issue such shares in
any forthcoming fundraising. In certain limited circumstances, the Directors
may be required to issue A Ordinary Shares and their nominal value is £0.001
per share.
and the power hereby conferred shall operate in addition to any previous power
given to the Directors pursuant section 570 of the Act to the extent not
utilised at the date this resolution is passed and shall expire on the date of
the next annual general meeting of the Company following the passing of this
resolution (unless renewed, varied or revoked by the Company prior to or on
that date) save that the Company may, before such expiry make an offer or
agreement which requires or might require equity securities to be allotted
after the expiry of such period.
BY ORDER OF THE BOARD
Kevin Edwards
(Company Secretary)
Dated: 22 November
2023| Registered office:
The Assay Office,
1 Moreton St,
Birmingham
B1 3AX
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NOTES:
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Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. 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 that shareholder. To appoint more than one proxy you should contact Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD. You will need to state clearly on each Form of Proxy the number of shares in relation to which the proxy is appointed. A proxy need not be a shareholder of the Company but must attend the GM to represent you
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A Form of Proxy is enclosed for use at the GM. Please read carefully the instructions on how to complete the form. To be valid it must be completed and signed and sent by post or (during normal business hours only) by hand to the Company’s registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD, no later than 48 hours (excluding non-working days) before the time appointed for holding the GM.
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The return of a completed Form of Proxy or any CREST Proxy Instruction (as described in paragraph 6 below) will not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.
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To be entitled to attend and vote at the meeting or any adjournment (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company 48 hours (excluding non-working days) before the time appointed for holding the meeting or adjourned meeting. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
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CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
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In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 7RA11) by 12:00 noon on 8 December 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
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CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
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The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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Members may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments 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 Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD.
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. -
A member may change a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD. 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 Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD no later than no later than 48 hours (excluding non-working days) before the time appointed for holding the GM.
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Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
Resolution 1
Under the Act, the Directors may only allot shares if authorised to do so.
Accordingly, this resolution will be proposed as an ordinary resolution to
grant a new authority to allot the unissued share capital. This resolution
will give the Directors power to issue new Ordinary Shares and A Ordinary
Shares with a nominal value of up to £2,500,000. This equates to 50 million
shares in relation to the Ordinary shares, given the nominal value of 5p, it
is the intention of Directors to issue such shares in any forthcoming
fundraising. In certain limited circumstances, the Directors may be required
to issue A Ordinary Shares and their nominal value is £0.001 per share. If
given, this authority will expire at the Company’s next annual general meeting
following the date of the resolution. Passing this resolution will allow the
Directors flexibility to act in the best interests of the Company’s
shareholders when opportunities arise.
Resolution 2
The Directors require additional authority from the Company’s shareholders to
allot shares where they propose to do so for cash and otherwise than to the
Company’s shareholders pro rata to their holdings. This resolution will give
the Directors power to issue for cash new Ordinary Shares and A Ordinary
shares with a nominal value of up to £2,500,000 this equates to 50 million
shares in relation to the Ordinary shares, given the nominal value of 5p, it
is the intention of Directors to issue such shares in any forthcoming
fundraising. In certain limited circumstances, the Directors may be required
to issue A Ordinary Shares and their nominal value is £0.001 per share.
(assuming all of the Shares are issued), other than to the Company’s
shareholders on a pro rata basis. If given, this authority will expire at the
Company’s next annual general meeting following the date of the resolution.
Passing this resolution will allow the Directors flexibility to act in the
best interests of the Company’s shareholders when opportunities arise. This
resolution is proposed as a special resolution.