Notice of AGM
01/06/2022 15:00
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RNS Number : 4530N URA Holdings PLC 01 June 2022
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URA Holdings plc
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of URA Holdings plc, a
company incorporated in England and Wales under the Companies Act 1985 with
Registered Number 5329401 (the Company) will be held at the offices of
Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR
on 29 June 2022 at 11 a.m. for the transaction of the following business:
ORDINARY BUSINESS
1. To receive the report of the directors and the financial
statements of the Company for the year ended 31(st) December 2021.
2. To approve the Directors' Remuneration Policy, as set out on
pages 15 to 18 of the 2022 Annual Financial Report, which takes effect
immediately after the end of the AGM.
3. To approve the remuneration report set out on pages 13 to 14 of
the annual report for the year ended 31(st) December 2021.
4. To re-elect, as a director of the Company, Sam Mulligan, who
retires in accordance with Article 83 of the Company's Articles of Association
and offers himself for re-election.
5. To re-elect, as a director of the Company, Edward Nealon, who
retires in accordance with Article 83 of the Company's Articles of Association
and offers himself for re-election.
6. To re-elect, as a director of the Company, Bernard Olivier, who
retires in accordance with Article 83 of the Company's Articles of Association
and offers himself for re-election.
7. To re-elect, as a director of the Company, Peter Redmond, who
retires in accordance with Article 83 of the Company's Articles of Association
and offers himself for re-election.
8. To re-elect, as a director of the Company, John Treacy, who
retires in accordance with Article 83 of the Company's Articles of Association
and offers himself for re-election.
9. To re-appoint Bright Grahame Murray as auditors of the Company.
10. To authorise the directors to determine the auditor's remuneration.
SPECIAL BUSINESS
To consider, and if thought fit, to pass the following resolutions, of which
resolution 11 will be proposed as an Ordinary Resolution and resolutions 12
and 13 as Special Resolutions:
11. THAT the directors be and they are hereby generally and
unconditionally authorised pursuant to Section 551 of the Companies Act 2006
("the Act"), in substitution for all previous and existing powers granted to
them, to exercise all the powers of the Company to allot and make offers to
allot relevant securities (within the meaning of the Act) or grant rights to
subscribe for or convert any securities into shares in the Company ("Rights")
up to an aggregate nominal amount of £9,456.37 representing the aggregate
nominal value of two thirds of the Ordinary Shares, provided that in relation
to any allotment of relevant securities in excess of £4,728 representing the
aggregate nominal value of one third of the Ordinary Shares, such authority
shall, unless previously revoked or varied by the Company in general meeting,
expire on the conclusion of the next Annual General Meeting of the Company to
be held in 2023 or 15 months after the passing of this resolution, whichever
is the earlier, provided that the Company may, at any time before such
expiry, make an offer or enter into an agreement which would or might
require relevant securities to be allotted or Rights granted after such expiry
and the directors may allot relevant securities pursuant to any such offer or
agreement as if the authority conferred hereby had not expired.
12. THAT conditional on the passing of resolution 11 above, the directors
be and they are hereby empowered pursuant to Section 570 of the Act to allot
equity securities (as defined in Section 560 of the Act) for cash pursuant to
the authority conferred by resolution 11 above as if Section 561(1) of the Act
did not apply to any such allotment, provided that this power shall be limited
to:-
(a) the allotment of equity securities in connection with an issue in
favour of shareholders where the equity securities respectively attributable
to the interests of all such shareholders are proportionate (or as nearly as
may be practicable) to the respective number of Ordinary Shares in the capital
of the Company held by them on the record date for such allotment, but subject
to such exclusions or other arrangements as the directors may deem necessary
or expedient in relation to fractional entitlements or legal or practical
problems under the laws of, or the requirements of, any recognised regulatory
body or any stock exchange, in any territory; and
(b) the allotment of equity securities arising from the conversion of any
other convertible securities outstanding at the date of this resolution; and
(c) the allotment (otherwise than pursuant to sub-paragraph (a) above) of
further equity securities up to an aggregate nominal amount of £1,418.46;
provided that this power shall, unless previously revoked or varied by special
resolution of the Company in general meeting, expire at the conclusion of the
next Annual General Meeting of the Company to be held in 2023 or 15 months
after the passing of this resolution, whichever occurs first. 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
are hereby empowered to allot equity securities in pursuance of such offers or
agreements as if the power conferred hereby had not expired.
13. That a general meeting of the Company (other than an annual general
meeting) may be called on not less than 14 clear days' notice.
URA Holdings plc +44 (0)746 368 6497
CEO
Bernard Olivier
COO
Jeremy Sturgess-Smith
info@uraholdingsplc.co.uk (about%3Ablank)
Peterhouse Capital Limited +44 (0)20 7469 0930
Corporate Broker
Lucy Williams
Duncan Vasey
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