TIDMDVT
RNS Number : 7568I
daVictus plc
16 August 2021
Notice of Annual General meeting
DAVICTUS PLC
(Incorporated and registered in Jersey with registered Company
Number: 117716)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the
shareholders of DAVICTUS PLC (the "Company") will be held at 9A,
First Floor, Jalan SS15/2A, Subang Jaya, 47400 Selangor, Malaysia
on the 23(rd) September 2021 at 4 p.m. Malaysian Time (GMT), to
propose the resolutions set out below. Resolutions 1 to 7 will be
proposed as ordinary resolutions and resolution 8 will be proposed
as a special resolution.
Copies of the Company's Audited Financial Statements, together
with the Reports of the Directors and the Auditor, for the year
ended 31 December 2020 can be accessed and viewed through the
"Investor Relations" tab of the Company's website at
www.davictus.co.uk.
ORDINARY RESOLUTIONS:
As ordinary business to consider and, if thought fit, to pass
the following resolutions, each of which will be proposed as an
ordinary resolution:
1. That the Company's audited financial statements for the year
ended 31 December 2020, together with the reports of the Directors
and the Auditor on those financial statements, be received;
2. That Abd Hadi bin Abd Majid be re-elected as a director of the Company;
3. That Robert Logan Pincock be re-elected as a director of the Company;
4. That Maurice James Malcolm Groat be re-elected as a director of the Company;
5. That Crowe U.K. LLP be re-appointed as auditor of the Company
to hold office from the conclusion of this meeting until the
conclusion of the next Annual General Meeting at which the
Company's annual audited financial statements are laid before the
Company;
6. That the Directors be authorised to determine the remuneration of the auditor;
7. THAT the Directors be and are hereby generally and
unconditionally authorised, in accordance with Article 25.2 of the
Company's articles of association (" Articles ") to exercise all of
the powers of the Company to allot relevant securities (as such
capitalized term is defined in the articles of association of the
Company (the " Articles ")) (" Relevant Securities ") on such terms
and to such persons as the directors may determine in their
absolute discretion from time to time and to undertake all such
acts as may be necessary or desirable for the allotment of such
Relevant Securities PROVIDED THAT such authority shall;
a) operate in substitution for and to the exclusion of any
previous authority given to the directors pursuant to section
Article 25.2 of the Articles, to the extent unused;
b) such authority shall be limited to the allotment of up to a
maximum number of 5,315,000 Relevant Securities ordinary shares
(representing approximately 40% of the share capital of the Company
as at the date of this notice) which may be allotted pursuant to
this resolution; and
c) such authority shall expire on the earlier date of the next
Annual General Meeting of the Company or the date occurring 15
months from the passing of this resolution, save that the expiry of
this authority shall not affect the allotment of Relevant
Securities after the expiry of this authority where such allotment
is made pursuant to an offer or agreement pursuant to this
authority.
SPECIAL RESOLUTIONS:
As special business to consider and, if thought fit, to pass the
following resolutions which are proposed as special
resolutions.
8. THAT the Directors be and are hereby generally and
unconditionally empowered, pursuant to article 26.8 of the
Articles, to allot Equity Securities (as defined in article 1.1 of
the Articles) pursuant to the authority conferred by resolution 7
above, as if article 26.1 of the Articles did not apply to such
allotment, provided that this power shall be limited to the
allotment of Equity Securities:
a) in connection with an offer by way of a rights issue to
holders of shares in the Company in proportion (as nearly as may be
practicable) to their respective holdings, but 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 problems in or under
the laws of any territory or the requirements of any regulatory
body or stock exchange;
b) otherwise than pursuant to sub- paragraph (a) above up to an
aggregate number of 5,315,000 ordinary shares ( representing
approximately 40 % of the share capital of the Company as at the
date of this notice),
and shall expire on the earlier of the date of the next Annual
General Meeting of the Company and the date occurring 15 months
from the passing of this resolution, save that the Company may,
before such expiry, make an offer or agreement which would or might
require Equity Securities to be allotted after such power expires
and the Directors may allot Equity Securities in pursuance of such
offer or agreement notwithstanding that the power conferred by this
resolution has expired.
BY ORDER OF THE BOARD
For and on behalf of
JTC (Jersey) Limited
as Company Secretary
28 Esplanade
St Helier, Jersey, JE2 3QA
Channel Islands
DATED 16 August 2021
NOTES:
1. COVID update
The following notes remain subject to restrictions that may be
in place at the time of the Annual General Meeting arising from the
COVID-19 situation. It is the Company's intention to proceed with
holding the Annual General Meeting on 9th September 2021 at 4 p.m.
Malaysian Time as an open meeting and therefore the Board invites
shareholders to attend the meeting in person, should they wish to
do so. This is in anticipation of relaxation of current COVID-19
restrictions in Malaysia in advance of the AGM. However, the
situation and restrictions are changing frequently at present. In
light of this, the Company may need to hold the meeting as a closed
meeting with the minimum number of shareholders present in order to
meet the quorum requirements to validly hold the meeting. In such
circumstances, the Company will notify shareholders of this change
and, to cover this eventuality, shareholders are encouraged to use
their right to appoint the Chair of the Annual General Meeting as
their proxy. Shareholders can do this by utilising one of the
methods detailed in paragraph [7] of the notes to the Notice of
Annual General Meeting below as early as possible. If it becomes
necessary for the Company to hold a closed meeting then the meeting
will need to take place with the minimum quorum of shareholders
present in order to conduct the business of the meeting (being two
shareholders). In such circumstances, we will be requiring that all
other shareholders do not physically attend the meeting but instead
appoint the Chairman of the meeting as their proxy (either
electronically or by post) in accordance with their voting
instructions. Any shareholder who attempts to attend the closed
meeting in person will be refused entry. The submission of a proxy
form in this manner will not preclude shareholders from attending
the meeting in person. [We also encourage you to submit questions
in advance of the AGM. To do so, please email your question to
agm2021@davictus.co.uk by 9 am (BST) on 21st September 2021. The
Hybrid meeting will also held this time. Investor relation team
will send the online invitation after the shareholders submitted
the votes via proxy form to agm2021@davictus.co.uk and show
interests to join online meeting.
2. As 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 on your behalf at a general meeting of the Company.
3. A proxy does not need to be a member of the Company but must
attend the meeting to represent you. We strongly advise all
shareholders to appoint the Chairman of the meeting as their proxy
given the potential limitations on physical participation in the
event that the Annual General Meeting needs to be a closed one (see
COVID-19 update above), as physical attendance at the meeting by
others will be restricted in line with our Articles of Association
and current guidance and legislation. Your proxy must vote as you
instruct and must attend the meeting for your vote to be counted.
Details of how to appoint the Chairman of the Annual General
Meeting or another person as your proxy using the Form of Proxy are
set out in the notes to the Form of Proxy.
4. The return of a completed proxy form, other such instrument
or any CREST proxy instruction (as described in note 13 below) does
not preclude you from attending the meeting and voting in person.
If you have appointed a proxy and attend the meeting in person,
your proxy appointment will automatically be terminated.
5. To direct your proxy how to vote on the resolutions mark the
appropriate box on your proxy form with an 'X'. To abstain from
voting on a resolution, select the relevant "Vote withheld" box. 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 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 meeting.
6. To be valid any proxy form or other instrument appointing a proxy must be:
a) completed and signed;
b) sent or delivered to Computershare Investor Services (Jersey)
Limited, c/o The Pavilions, Bridgewater Road, Bristol, BS99 6ZY
;
c) received by Computershare Investor Services (Jersey) Limited
no later than 4 p.m. (BST), on 21 September 2020
d) received in electronic form via email at
agm2020@davictus.co.uk no later than 4 p.m. (BST), on 21 September
2020.
7. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
8. In the case of a member which is a company, your proxy form
must be executed under its common seal or signed on its behalf by a
duly authorised officer of the Company or an attorney for the
Company.
9. Any power of attorney or any other authority under which your
proxy form is signed (or a duly certified copy of such power or
authority) must be included with your proxy form.
10. 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.
11. You may not use any electronic address provided in your
proxy form to communicate with the Company for any purposes other
than those expressly stated.
12. The issued share capital of the Company consists of
13,350,000 ordinary shares, carrying, on a poll vote, one vote
each. Therefore, the total number of voting rights of the Company
on a poll vote is 13,350,000
13. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
Annual General Meeting and any adjournment(s) thereof 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 voting service provider should refer to their CREST
sponsors or voting service provider(s), who will be able to take
the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message (a CREST Proxy
Instruction ) must be properly authenticated in accordance with
Euroclear UK & Ireland Limited's specifications and must
contain the information required for such instructions, as
described in the CREST Manual. The message must be transmitted so
as to be received by the Company's agent, Computershare Investor
Services (Jersey) Limited (CREST Participant ID: 3RA50 ), no later
than 48 hours, excluding any day that is not a business day, before
the time appointed for the meeting. 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 Company's agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsor or
voting service provider should note that Euroclear UK & Ireland
Limited does not make available special procedures in CREST for any
particular messages. 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 takes) 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 sponsor or voting service provider are
referred in particular to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
14. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in article 34 of the Companies
(Uncertificated Securities) (Jersey) Order 1999.
15. Only those members entered on the register of members of the
Company by the close of business in Jersey on 21 September 2021 or,
in the event that this meeting is adjourned, in the register of
members as at the close of business in Jersey on the day two days
before the date of any adjourned meeting, shall be entitled to
attend and vote at the meeting in respect of the number of ordinary
shares registered in their names at that time. Changes to the
entries on the register of members after the close of business in
Jersey on 21 September 2021 or, in the event that this meeting is
adjourned, in the register of members before the close of business
on the day two days before the date of the adjourned meeting, shall
be disregarded in determining the rights of any person to attend or
vote at the meeting.
16. 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.
17. Any member attending the meeting has the right to ask
questions. The Company has to answer any questions raised by
members at the meeting which relate to the business being dealt
with at the meeting unless:
a) to do so would interfere unduly with the preparation for the
meeting or involve the disclosure of confidential or 'inside'
information;
b) the answer has already been given on a website in the form of
an answer to a question; or
c) it is undesirable in the interests of the Company or the good
order of the meeting to answer the question.
18. Any shareholder may individually rescind their approval of
the Company sending notices or other documentation to them by
electronic means by notice in writing to the Company at 28
Esplanade, St Helier, Jersey, JE2 3QA.
http://www.rns-pdf.londonstockexchange.com/rns/7568I_1-2021-8-16.pdf
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August 16, 2021 05:53 ET (09:53 GMT)
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