REG - daVictus Plc - Notice of AGM

daVictusAnnouncement

23/06/2023 10:30

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RNS Number : 7389D  daVictus plc  23 June 2023

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 Darul Ehsan, Malaysia on the 9(th) August 2023 at
4.00 p.m. Malaysian Time (GMT), to propose the resolutions set out below.

 

Copies of the Company's Audited Financial Statements, together with the
Reports of the Directors and the Auditor, for the year ended 31 December 2022
can be obtained at the "Investor Relations" tab of the Company's website,
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,
together with the Reports of the Directors and the Auditor, for the year ended
31 December 2022 be received, considered and approved;

 

2.             That Abd Hadi bin Abd Majid, who shall retire from
the board by rotation, be re-appointed as a director of the Company;

 

3.             That Robert Logan Pincock, who shall retire from
the board by rotation, be re-appointed as a director of the Company;

 

4.             That Maurice James Malcolm Groat, who shall retire
from the board by rotation, be re-appointed as a director of the Company;

 

5.            That Shipleys 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 accounts 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 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") 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;

 

a)     A maximum number of 1,335,000 ordinary shares (representing 10% of
the share capital of the Company as at the date of this notice) may only be
allotted pursuant to this resolution;

 

b)     Such authority to 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; and

 

8.             THAT in addition to any authority pursuant to
Resolution 7 above the Directors be and are hereby generally and
unconditionally authorised pursuant to article 25.2 of the Articles, to
exercise all of the powers of the Company to allot Relevant Securities for
cash (as defined in article 1.1 of the Articles) such power being limited to
the allotment or sale in relation to rights issues and otherwise in such
number to such persons and on such terms as the directors may determine in
their absolute discretion from time to time, up to a maximum number of
1,335,000 ordinary shares (representing 10% of the issued share capital of the
Company) and to undertake all such acts as may be necessary or desirable for
the allotment of such Relevant Securities (as defined in article 1.1 of the
Articles) such authority to 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 made 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.

 

9.           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 resolutions 7 and 8 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)  pursuant to any authority granted pursuant to Resolution 7 above

c)  otherwise than pursuant to sub- paragraph (a) and (b) up to an aggregate
number of 1,335,000 ordinary shares;

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

 

23 June 2023

 

 

NOTES:

 

1.                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.

 

2.                A proxy does not need to be a member of the
Company but must attend the meeting to represent you. To appoint as your proxy
a person other than the Chairman of the meeting, insert their full name in the
box on your proxy form. If you sign and return your proxy form with no name
inserted in the box, the Chairman of the meeting will be deemed to be your
proxy. Where you appoint as your proxy someone other than the Chairman, you
are responsible for ensuring that they attend the meeting and are aware of
your voting intentions. If you wish your proxy to make any comments on your
behalf, you will need to appoint someone other than the Chairman and give them
the relevant instructions directly.

 

3.                You may appoint more than one proxy provided
each proxy is appointed to exercise rights attached to different shares. In
the event of a conflict between a blank proxy form and a proxy form which
states the number of shares to which it applies, the specific proxy form shall
be counted first, regardless of whether it was sent or received before or
after the blank proxy form, and any remaining shares in respect of which you
are the registered holder will be apportioned to the blank proxy form. You may
not appoint more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy you must complete a separate Form of Proxy for
each proxy or, if appointing multiple proxies electronically, follow the
instructions given on the relevant electronic facility. Members can copy their
original Form of Proxy, or additional Forms of Proxy can be obtained from
Computershare Investor Services (Jersey) Limited, c/o The Pavilions,
Bridgewater Road, Bristol, BS99 6ZY or Company's website (www.davictus.co.uk)

 

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:

 

6.1              completed and signed;

 

6.2              sent or delivered to Computershare Investor
Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol, BS99
6ZY;

 

6.3              received by Computershare Investor Services
(Jersey) Limited no later than 4.00 p.m. (BST), on 7 August 2023

 

6.4              received in electronic form via email at
agm2023@davictus.co.uk (mailto:agm2023@davictus.co.uk) no later than 4.00 p.m.
(BST), on 7 August 2023

 

 

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 7 August 2023 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 7 August 2023 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:

 

17.1           to do so would interfere unduly with the preparation for
the meeting or involve the disclosure of confidential or 'inside' information;

 

17.2            the answer has already been given on a website in
the form of an answer to a question; or

 

17.3            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/7389D_1-2023-6-23.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/7389D_1-2023-6-23.pdf)

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