REG - Orient Telecoms PLC - Notice of AGM 2024

Orient TelecomsAnnouncement

09/09/2024 07:00

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RNS Number : 3242D  Orient Telecoms PLC  09 September 2024

 

NOTICE

OF ANNUAL

GENERAL MEETING 2024

 

 

 

When :           30 September 2024 at 4.30 p.m. Malaysian Time

 

Where :         Suite 2B-25-1, 25th Floor, Block 2B, Plaza Sentral,
Jalan Stesen 5, 50470 Kuala Lumpur, Malaysia

 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended
to seek your own personal financial advice immediately from your stockbroker,
bank manager, solicitor, accountant, fund manager or other appropriate
independent financial adviser, who is authorised under the Financial Services
and Markets Act 2000 if you are in the United Kingdom, or, if not, from
another appropriately authorised independent financial adviser. If you have
sold or otherwise transferred all your shares in Orient Telecoms plc, you
should at once forward this document and the accompanying proxy form to the
purchaser or transferee, or to the bank or stockbroker or other agent through
whom the sale or transfer was effected, for transmission to the purchaser or
transferee.

 

 

Letter to Shareholders

 

Orient Telecoms plc ('the Company')

Registered in England & Wales

Company No. 10028222

 

Registered Office

Eastcastle House, 27/28 Eastcastle Street

London W1W 8DH

United Kingdom

 

Directors

Wong Chee Keong

Sayed Mustafa Ali

Kirubarharan Ponniah

 

Dear Shareholder

 

Annual General Meeting 2024

 

I am writing to invite you to our 2024 Annual General Meeting, which will be
held at Suite 2B-25-1, 25th Floor, Block 2B, Plaza Sentral, Jalan Stesen 5,
50470 Kuala Lumpur, Malaysia, on 30 September 2024 at 4.30 p.m. Malaysian
Time. Whether or not you are able to attend the Annual General Meeting, please
complete and return the enclosed proxy form. Further information on the ways
you can appoint a proxy is given in the Notes to the Notice of Annual General
Meeting. Completion and return of a proxy form will not prevent you from
attending and voting in person at the Annual General Meeting.

 

The consideration of resolutions at the Annual General Meeting is important.
Your Directors believe that it is essential that the voting intentions of all
shareholders are taken into account, not just those who are able to attend the
Annual General Meeting. Shareholders (or their duly appointed proxies)
attending the Annual General Meeting will still have the opportunity to ask
questions and vote on each resolution.

 

You will find set out at the end of this document a Notice convening the
Annual General Meeting of the Company for 4.30 p.m. Malaysian Time on 30
September 2024, at which the following resolutions will be proposed:

 

1.    to receive and adopt the Company's Annual Report and Accounts for the
financial year ended on 31 March 2024, and the Directors' Report and the
Independent Auditors' Report on those accounts;

 

2.    to approve the Directors' Remuneration Report (excluding the
Directors' Remuneration Policy) contained within the Annual Report of the
Company for the financial year ended 31 March 2024. This resolution is
advisory only and is a means of providing shareholder feedback to the Board;

 

3.    to reappoint, as a Director of the Company, Wong Chee Keong who,
being eligible, offers himself for reappointment;

 

4.    to reappoint, as a Director of the Company, Sayed Mustafa Ali who,
being eligible, offers himself for reappointment;

 

5.    to reappoint, as a Director of the Company, Kirubarharan Ponniah who,
being eligible, offers himself for reappointment;

 

6.    to re-appoint Macalvins Limited as the auditors of the Company until
the conclusion of the next Annual General Meeting and to authorise the
Directors to determine the level of the remuneration of the auditors;

 

7.    to grant the Directors authority to allot shares in the capital of
the Company;

 

8.    to disapply the statutory pre-emption rights for certain shares; and

 

9.    to grant the Directors authority to purchase own shares in the
Company.

 

Resolutions 1 to 6 are self-explanatory. Information on the other resolutions
is provided below. Resolutions 1 to 7 are ordinary resolutions which require
to be passed with the approval of a simple majority of shareholders present
and voting in person or by proxy or authorised representative. On a poll each
such shareholder has one vote for each share held by him or her. Resolutions 8
and 9 are special resolutions that require to be passed with the approval of
not less than 75% of shareholders, attending the meeting in person or by proxy
or authorised representative and entitled to vote.

 

Resolution 7: Authority to issue shares

Resolution 7 seeks an authority to allot shares, subject to the normal
pre-emption rights reserved to shareholders contained in the Companies Act
2006 ('the 2006 Act'). The Association of British Insurers ('the ABI')
recommends that a company seek an annual authority to allot up to a third of
their issued share capital; however, the ABI have issued further guidelines
permitting a company to seek authority to allot an additional third of their
issued share capital, provided such additional third is reserved for fully
pre-emptive rights issues of equity shares. Resolution 7 reflects the ABI's
recommendations.

 

Resolution 8: Disapplication of pre-emption rights

Resolution 8 covers the granting of a waiver of pre-emption rights over the
number of shares in resolution 7, as applicable, and up to 20 per cent of the
shares currently in issue for cash. The Directors consider it important to
renew this authority. In addition, the resolution allows the disapplication of
pre-emption rights to deal with the possibility of fractional entitlements and
legal or regulatory restrictions to a share issue.

 

Resolution 9: Authority to purchase own shares

Resolution 9 seeks an authority, proposed as a special resolution, to make
purchases up to a maximum of 1,000,000 ordinary shares (being approximately
10% of the Company's issued share capital as at the latest practicable date)
and specifies the maximum and minimum purchase prices for the shares. Any
shares purchased by the Company under this authority would be cancelled or
held as treasury shares. A maximum of 10% of the Company's issued share
capital may be held as treasury shares.

 

 

Action to be taken

A form of proxy for use at the Annual General Meeting is enclosed.
Shareholders are advised to complete and return the form of proxy in
accordance with the instructions printed on it so as to arrive at the Company
Secretary's (MSP Corporate Services Limited) offices at, Eastcastle House,
27/28 Eastcastle Street, London W1W 8DH, as soon as possible, but in any event
no later than 4.30 p.m. Malaysian Time (9.30 a.m. UK Time) on 28 September
2024. The return of a form of proxy or the electronic appointment of a proxy
does not preclude you from attending and voting at the Annual General Meeting
if you so wish.

 

Recommendation

The Directors consider that the resolutions to be proposed at the Annual
General Meeting are in the best interests of the Company and its shareholders,
and they recommend shareholders to vote in favour of the resolutions.

 

Yours faithfully

 

 

Wong Chee Keong

Chairman

7 September 2024

Notice of

Annual General meeting

 

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of
ORIENT TELECOMS plc ('The Company') will be held AT SUITE 2B-25-1, 25th Floor,
Block 2B, Plaza Sentral, Jalan Stesen 5, 50470 KUALA LUMPUR, MALAYSIA AT 4.00
P.M. ON 30 SEPTEMBER 2024, 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 March 2024 can
be obtained at the 'investor relations' tab of the Company's website,
http://www.orient-telecoms.com

 

 

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.     To receive and adopt the Company's Annual Report and Accounts for
the financial year ended on 31 March 2024, and the Directors' Report and the
Independent Auditors' Report on those accounts;

 

2.     To approve the Directors' Remuneration Report (excluding the
Directors' Remuneration Policy) contained within the Annual Report of the
Company for the financial year ended 31 March 2024;

 

3.     To re-appoint, as a director of the Company, Wong Chee Keong who,
being eligible, offers himself for re-appointment;

 

4.     To re-appoint, as a director of the Company, Sayed Mustafa Ali who,
being eligible, offers himself for re-appointment;

 

5.     To re-appoint, as a director of the Company, Kirubarharan Ponniah
who, being eligible, offers himself for re-appointment;

 

6.     To re-appoint Macalvins Limited as the auditors of the Company
until the conclusion of the next Annual General Meeting and to authorise the
Directors to determine the level of the remuneration of the auditors.

 

7.     That the Directors of the Company be and are hereby generally and
unconditionally authorised for the purposes of section 551 of the Companies
Act 2006, in substitution for all existing authorities to the extent unused,
to exercise all the powers of the Company to allot shares in the Company and
to grant rights to subscribe for, or to convert any security into, shares in
the Company:

 

(a)   up to an aggregate nominal amount of £333,333;

 

(b)  up to a further aggregate nominal amount of £333,333 provided that (i)
they are equity securities (within the meaning of section 560(1) of the
Companies Act 2006) and (ii) they are offered by way of a rights issue to
holders of ordinary shares on the register of members at such record date as
the Directors may determine where the equity securities respectively
attributable to the interests of the shareholders are proportionate (as nearly
as may be practicable) to the respective numbers of shares held by them on any
such record date, subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient to deal with treasury shares,
fractional entitlements or legal or practical problems arising under the laws
of any overseas territory or the requirements of any regulatory body or stock
exchange or by virtue of shares being represented by depositary receipts or
any other matter; and

(c)   provided that the authority hereby conferred shall expire 15 months
after the date of the passing of this resolution or at the conclusion of the
next Annual General Meeting of the Company, whichever occurs first (unless
previously revoked or varied by the Company in general meeting), save that the
Company may before such expiry, revocation or variation make an offer or
agreement which would or might require relevant securities to be allotted
after such expiry, revocation or variation and the Directors, may allot
relevant securities in pursuance of such offer or agreement as if the
authority hereby conferred had not expired or been revoked or varied.

 

SPECIAL RESOLUTIONs:

 

As special business to consider and, if thought fit, to pass the following
resolution which is proposed as a special resolution.

 

8.     That, conditional on the passing of Resolution 7 above, the
directors be and are hereby authorised 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 7 above as if section 561 of
the Act did not apply to such allotment, provided that this power shall be
limited to the allotment of equity securities as follows:

 

(a)   limited to the allotment of equity securities or sale of treasury
shares up to a nominal amount of £200,000; and

 

(b)  used only for the purposes of financing (or refinancing, if the
authority is to be used within six months after the original transaction) a
transaction which the Board of the Company determines to be an acquisition or
other capital investment of a kind contemplated by the Statement of Principles
on Disapplying Pre-emption Rights most recently published by the Pre-emption
Group prior to the date of this notice,

 

such authority to expire 15 months after the date of the passing of this
resolution or at the conclusion of the next Annual General Meeting of the
Company, whichever occurs first (unless previously revoked or varied by the
Company in general meeting) but, in each case, prior to its expiry the Company
may make offers, and enter into agreements, which would, or might, require
equity securities to be allotted (and treasury shares to be sold) after the
authority expires and the Board may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the authority had not expired.

 

 

9.     That the Company be generally and unconditionally authorised for
the purposes of section 701 of the Companies Act 2006 to purchase ordinary
shares of the Company of £0.10 each in the capital of the Company on such
terms and in such manner as the directors may from time to time determine
provided that:

 

(a)   the maximum aggregate number of ordinary shares hereby authorised to
be purchased is 1,000,000 representing approximately 10% of the issued
ordinary share capital of the Company as at 7 September 2024 being the latest
practicable date prior to the publication of the notice;

 

(b)  the minimum price (exclusive of expenses) which may be paid for each
ordinary share is £0.10;

 

(c)   the maximum price (exclusive of expenses) which may be paid for each
ordinary share shall not be more than 5% above the average of the market
values for an ordinary share as derived from the Nasdaq First North Copenhagen
Exchange's Daily Official List for the five business days immediately
preceding the date on which the ordinary share is purchased;

 

(d)  unless previously renewed, varied or revoked by the Company in general
meeting, the authority hereby conferred shall expire 15 months after the date
of the passing of this resolution or at the conclusion of the next Annual
General Meeting of the Company, whichever occurs first (unless previously
revoked or varied by the Company in general meeting); and

 

(e)   the Company may make a contract or contracts to purchase ordinary
shares under the authority conferred by this resolution prior to the expiry of
such authority which will or may be executed wholly or partly after the expiry
of such authority and may make a purchase of ordinary shares in pursuance of
any such contract or contracts.

 

 

BY ORDER OF THE BOARD

 

Wong Chee Keong

Director

7 September 2024

 

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 MSP
Corporate Services Limited at Eastcastle House, 27/28 Eastcastle Street,
London W1W 8DH United Kingdom or Company's website (www.orient-telecoms.com)

 

4.             The return of a completed proxy form, other such
instrument or any CREST proxy instruction (as described in note 12 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 MSP Corporate Services Limited, Eastcastle House,
27/28 Eastcastle Street, London W1W 8DH United Kingdom; and

6.3  received by MSP Corporate Services Limited no later than 4.30 p.m.
Malaysian Time (9.30 a.m. UK Time) Time on 28 September 2024

6.4  Received electronic form via email agm2024@orient-telecoms.com
(mailto:agm2024@orient-telecoms.com) no later than 48 hours before the time
appointed for the meeting, or adjourned meeting, at which it is to be used for
clarity this is 28 September 2024 at 4.30 p.m. Malaysian Time (9.30 a.m. UK
Time)

 

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.          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.

 

13           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.

 

14           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:

 

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

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

14.3    it is undesirable in the interests of the Company or the good order
of the meeting to answer the question.

 

15           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 Eastcastle House, 27/28
Eastcastle Street, London W1W 8DH United Kingdom

 

 

*Ends*

 

For more information:

 

Orient Telecoms Plc

Sayed Mustafa Ali       mustafa@orient-telecoms.com

 

About Orient Telecoms Plc

Orient Telecoms Plc is an information technology company that offers managed
telecommunication services as its core business, which include managed
services in machine to machine networking, solutions for internet of things
(IOT), cyber security, big data solutions as well as full spectrum of other
managed services.

 

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