REG - IQ-AI Limited - Notice of AGM

IQ-AIAnnouncement

03/05/2023 16:15

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RNS Number : 3203Y  IQ-AI Limited  03 May 2023

 

IQ-AI Ltd

("IQ-AI" or the "Company")

 

Notice of AGM

 

IQ-AI Limited announces that notice of the annual general meeting of the
Company, to be held at Third Floor, Forum 4, Grenville Street, St Helier,
Jersey, JE2 4UF on 23 May 2023 at 10.30am, has been posted to shareholders.

 

The purpose of the meeting is to consider and, if thought fit, to pass the
following resolutions:-

 

ORDINARY RESOLUTIONS

 

1.            To receive, approve and adopt the Company's audited
financial statements, together with the reports of the directors and the
auditor, for the year ended 31 December 2022.

 

2.            To re-elect as a director of the Company, Michael
Schmainda (who retires as a director in accordance with the Articles of
Association of the Company) and who, being eligible, offers himself for
re-election.

 

3.            To appoint PKF Littlejohn LLP as auditors of the
Company to hold office from the conclusion of the meeting until the conclusion
of the next annual general meeting of the Company and to authorise the
directors to fix their remuneration.

 

SPECIAL RESOLUTIONS:

 

4.            That the Company be generally and unconditionally
authorised pursuant to Article 57(2) of the Companies (Jersey) Law 1991 (as
amended) to make one or more market purchases of its own shares, such
purchases to be of ordinary shares of £0.01 each in the capital of the
Company (Ordinary Shares) on the London Stock Exchange, provided that:

 

(a)          no purchase of Ordinary Shares may be effected without
the affirmative prior sanction by a majority of not less than three fourths of
the holders (as to nominal value) of the Company's issued convertible loan
notes; and

 

(b)  subject to paragraph 4(a) above:

(i)            the maximum number of Ordinary Shares hereby
authorised to be purchased shall be 27,393,209 Ordinary Shares, being
approximately 15% of the issued share capital of the Company;

(ii)           the minimum price which may be paid for any such
Ordinary Shares shall be

£0.01 per Ordinary Share (exclusive of expenses);

(iii)          the maximum price (exclusive of expenses) which may be
paid for an Ordinary Share

 

shall not be more than the higher of: (i) an amount equal to 105% of the
average of the middle market quotations for an Ordinary Share (as derived from
the London Stock Exchange Daily Official List) for the five business days
immediately preceding the date on which that Ordinary Share is contracted to
be purchased and (ii) the amount stipulated by the Regulatory Technical
Standard adopted by the European Commission pursuant to Article 5(6) of the
Market Abuse Regulation (EU) No. 596/2014 ;

(iv)         unless otherwise varied renewed or revoked the authority
hereby conferred shall expire at the conclusion of the next annual general
meeting of the Company; and

(v)          prior to expiry of the authority hereby conferred the
Company may enter into a contract or contracts for the purchase of Ordinary
Shares which may be executed in whole or part after such expiry and may
purchase Ordinary Shares pursuant to such contract or contracts as if the
authority hereby conferred had not so expired.

 

5.            The Directors be and they are hereby generally and
unconditionally authorised in accordance with Articles 4.14 and 14.6 of the
Company's Articles of Association, to allot without rights of pre-emption
under Article 4.6 of the Company's Articles of Association, up to 58,382,392
Ordinary Shares as they in their absolute discretion see fit in any number of
tranches, such authority unless otherwise varied, renewed or revoked to expire
at the conclusion of the next annual general meeting of the Company, except
that the Company may, at any time prior to the expiry of such    authority,
make an offer or enter into an agreement which would or might require Ordinary
Shares to be allotted after the expiry of such power and the Directors of the
Company may allot Ordinary Shares in pursuance of such an offer or agreement
as if such power had not expired.

 

The Directors of the Company accept responsibility for the contents of this
announcement

 

-ENDS-

 

For further information, please contact:

 IQ-AI Limited

 Trevor Brown/Brett Skelly/Vinod Kaushal

 Tel: 020 7469 0930

 Peterhouse Capital Limited (Financial Adviser and Broker)

 Lucy Williams/Heena Karani

 Tel: 020 7220 9797

 

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