Annual Financial Report
06/03/2025 07:00
PMGR SECURITIES 2025 PLC
Annual Financial Report for the period ended to 31 December 2024
The Directors present the Annual Financial Report of PMGR Securities 2025 PLC (the "Company") for the year ended 31 December 2024 (the "Annual Report").
A copy of the Annual Report will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Annual Report is also available to view and download from the Company's website, www.globalrenewablestrust.com/documents. References to page numbers are to those in the Annual Report and Accounts, available to view at the link above. Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. For the purposes of complying with the Disclosure and Transparency Rules ("DTRs") and the requirements imposed on the Company through the DTRs, the Annual Report, as will be submitted to the National Storage Mechanism, contains the full text of the Auditors' Report at page 7, which is excluded from this announcement.
The information set out below does not constitute the Company's statutory accounts for the period ended 31 December 2024 but is derived from those accounts. Statutory accounts for the period ended 31 December 2024 will be delivered to the Registrar of Companies in due course. The Auditors have reported on those accounts: their report was (i) unqualified, ii) did include a reference to the going concern accounting policy disclosure, in relation to the Board's intention to liquidate the company upon repayment of the final capital entitlement of the zero dividend preference shares, to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.
The following text is copied from the Annual Report & Accounts:
Principal objective
To provide Zero Dividend Preference Shares (“ZDP Shares”) with a predetermined final capital entitlement.
Directors
Gillian Nott OBE (Chair)
Victoria Muir
Melville Trimble
Company Secretary and Registered Office
MUFG Corporate Governance Limited
Central Square, 29 Wellington Street
Leeds, LS1 4DL
United Kingdom
Registered number
12964714
Registered in England and Wales
STRATEGIC REPORT
The Directors present the Annual Report and the Audited Financial Statements of PMGR Securities 2025 PLC, registered in England and Wales number 12964714 (the “Company”) for the year ended 31 December 2024. The Company’s registered office is Central Square, 29 Wellington Street, Leeds, LS1 4DL.
Business Model and Strategy
Parent Company
The Company is a wholly-owned subsidiary of Premier Miton Global Renewables Trust PLC (the “Parent Company”).
Objective and principal activity
The Company’s principal objective is to provide Zero Dividend Preference Shares (“ZDP Shares“) with a predetermined final capital entitlement. The principal activity of the Company is to be the issuer of ZDP Shares. The Parent Company has provided the Company with an Undertaking Agreement, that subject to the Parent Company having a sufficient level of assets, it will provide the Company with capital to enable the Company to meet its obligations to the ZDP Shares.
Key performance indicator
The key performance indicator of the Company is the ZDP Share Cover. This represents the extent to which the Parent Company’s Gross Assets less Current Liabilities are expected to cover the final capital entitlement of the ZDP Shares, taking into account both the level of assets at the balance sheet date and also expected capital charges over the remaining life of the ZDP Shares. Further details of the calculation may be found in the Report and Accounts of the Parent Company.
The ZDP Shares will have a final capital entitlement of 127.6111p on 28 November 2025, equivalent to a gross redemption yield of 5.00% from the date of issue, subject to there being sufficient capital in the Parent Company.
At 31 December 2024 the ZDP Share Cover was 1.89 times (31 December 2023: 2.26 times).
Principal risks
The principal financial risks the Company faces can be found in note 9 of the Financial Statements. The Board considers that the material financial risk the Company faces is the ability to repay the final capital entitlement of the ZDP Shares, which is dependent on the Parent Company having sufficient assets to cover the final capital entitlement of the ZDP Shares.
Directors’ duties- section 172 statement
Under Section 414(a) of the Companies Act 2006 (the “Act”), the Company is required to include a statement describing how the Directors have performed their duty under Section 172 of the Act to promote the success of the Company, for the benefit of the shareholders, giving careful consideration to the wider stakeholders’ interests and the environment in which it operates. The Board notes that the Company provides a service, i.e. holds ZDP Shares on behalf of the Parent Company, as such the Directors discharge their responsibilities under Section 172 requirements for the Group as a whole. Further details of how the Directors have per formed their duty under Section 172 are contained within the Annual Report of the Parent Company. The full Annual Report can be found on the website, www.globalrenewablestrust.com/documents/.
Employees, environmental, human rights and community issues
The Board recognises the requirement under Section 414C of the Act to detail information about employees, environment, human rights and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. The Company has no employees and the Board is comprised entirely of non-executive Directors.
Day-to-day management of the Company and the Parent Company is delegated to the Investment Manager, details of the management agreement are set out in the Parent Company Annual Report.
The Company itself has no environmental, human rights or community policies. However, in carrying out its activities in relationships with external parties, by way of the Parent Company, the Company aims to conduct itself responsibly, ethically and fairly.
Prospect, purpose and objective
As the sole objective for the entity is to hold ZDP Shares, it is the Directors’ intention to cease trading and place the Company into liquidation following the settlement of the ZDP Shares on 28 November 2025.
For and on behalf of the Board
Gillian Nott OBE
Chair
5 March 2025
DIRECTORS’ REPORT
The Directors present their Report and the audited Financial Statements of the Company for the year ended 31 December 2024. The Company’s registered office is Central Square, 29 Wellington Street, Leeds, LS1 4DL and the registered number is 12964714.
Business Review
This section of the Directors’ Report provides a review of the Company’s business.
Share capital
The Company has one class of share which carries no right to fixed income. The authorised and issued share capital of the Company is 50,000 Ordinary shares issued at £1 which have been 25% called.
Assets
The Company’s total assets comprise an amount of £17,405,000 (31 December 2023: £16,577,000) receivable from the Parent Company.
Retained earnings and dividend
The result after taxation for the year amounted to £nil (31 December 2023: £nil). The Directors have not declared a dividend in respect of the period.
Directors
The Directors of the Company who were in office during the period and up to the date of signing the Financial Statements were:
Gillian Nott OBE (Chair)
Victoria Muir
Melville Trimble
Compliance with the UK Corporate Governance Code
The Company has a listing category of non-equity shares and non-voting equity shares in the UK and has not adopted the voluntary UK Corporate Governance Code issued by the Financial Reporting Council.
The Board meets at least quarterly to consider strategic affairs including the approval of the half-yearly report and the annual report and accounts.
In the Directors’ opinion, the interests of the Company and its shareholders are adequately covered by the governance procedures applicable to its Parent Company, Premier Miton Global Renewables Trust PLC. For example, the Parent Company’s Audit Committee considers the financial reporting procedures and oversees the internal control and risk management systems for the Group as a whole and the Directors see no benefit in convening a separate Audit Committee or any other committee for the Company. An overview of the Group’s internal control and risk management systems is set out in the Parent Company’s report and accounts.
Going concern
The Directors consider that the Company will have sufficient funds, through funding from its Parent Company to meet its liabilities as they fall due. The Company has an agreement with its Parent Company, whereby the Parent Company has entered into an Undertaking Agreement pursuant to which the Parent Company has undertaken to contribute (by way of gift, contribution or otherwise) such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, Final Capital Entitlement of the ZDP Shares on the ZDP Repayment Date of 28 November 2025 or any earlier winding up of the Company under the Articles.
It is the Directors’ intention to cease trading and to liquidate the Company as soon as practicable post the payment of the Final Capital Entitlement on 28 November 2025. Therefore, these accounts have been prepared on a basis other than as a going concern as the Directors have used a 12-month period, from the date of the approval of these financial statements, to assess the Company’s ability to continue as a going concern, such period extending beyond the date of the Final Capital Entitlement.
As with any company placing reliance on another group entity for financial support, the Directors acknowledge that there can be no certainty that the required support will be provided, however, at the date of approval of these Financial Statements, the Directors have no reason to believe that sufficient Parent Company support will not be provided. Further information is provided in note 2.1 of the Financial Statements.
Financial Reporting Council’s (“FRC”) Audit Quality Review
During the year, the 2023 audit of the Company by HaysMac LLP was reviewed by the FRC’s Audit Quality Review team (‘AQR’) as part of the FRC’s regular inspection of audit firms. There were no ‘key findings’ reported in the inspection and only four ‘other findings’ were reported, which were not considered significant. HaysMac LLP has agreed on proposed actions with the FRC in relation to these limited improvements and has confirmed that these were incorporated into the planned procedures for the 2024 audit.
Financial risk management
Further information on the Company’s financial instruments and the main risks arising from these are provided in note 9 of the Financial Statements.
Disclosure of information to auditors
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Reappointment of Auditors
On 18 November 2024 the company’s auditor changed its name from haysmacintyre LLP to HaysMac LLP. HaysMac LLP has expressed their willingness to continue in office and in accordance with Section 487(2) of the Companies Act 2006, will be deemed to be reappointed. However, pursuant to Section 488 of the Act, any member(s) representing at least 5% of the Company’s total voting rights may prevent the deemed re-appointment by depositing a notice to that effect (either in hard copy or electronic format) not later than 28 days after the dispatch of the Annual Report and financial statements to members.
By order of the Board
Gillian Nott OBE
Chair
5 March 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Financial Statements for each financial year. Under that law, they have elected to prepare the Financial Statements in accordance with UK-adopted international accounting standards and applicable law.
Under company law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing the Financial Statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable, relevant and reliable;
state whether they have been prepared in accordance with UK-adopted international accounting standards;
assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its Financial Statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report and a Directors’ Report that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Parent Company’s website. Legislation in the UK governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the annual financial report
We confirm that to the best of our knowledge:
the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
the Strategic and Directors’ Reports include a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
For and on behalf of the Board
Gillian Nott OBE
Chair
5 March 2025
INCOME STATEMENT
| 2024 | 2023 | ||
| Notes | £000 | £000 | |
| Finance income | 829 | 787 | |
| Finance costs | 4 | (829) | (787) |
| Results before taxation | – | – | |
| Taxation | 5 | – | – |
| Result for the year | – | – | |
| All items derive from continuing operations; the Company does not have any other recognised gains or losses. | |||
| 31 December 2024 | 31 December 2023 | ||
| Notes | £000 | £000 | |
| Non current assets | |||
| Amount due from Parent Company | 6 | – | 16,527 |
| Current assets | |||
| Amount due from Parent Company | 6 | 17,405 | 50 |
| Creditors: amounts falling due within one year | 7 | (17,355) | – |
| Net current assets | 50 | 50 | |
| Total assets less current liabilities | 50 | 16,577 | |
| Creditors: amounts falling due after more than one year | 7 | – | (16,527) |
| Net assets | 50 | 50 | |
| Equity attributable to Ordinary Shareholders | |||
| Share capital | 10 | 50 | 50 |
| Revenue reserve | – | – | |
| Total equity attributable to Ordinary Shareholders | 50 | 50 | |
| The Financial Statements on pages 13 to 23 of PMGR Securities 2025 PLC, company number 12964714, were approved by the Board on 5 March 2025 and were signed on its behalf by: Gillian Nott OBE Chair 5 March 2025 | |||
| Ordinary Share Capital | Revenue Reserve | Total | |
| £000 | £000 | £000 | |
| Balance at 31 December 2023 | 50 | – | 50 |
| Issue of Ordinary shares | – | – | – |
| Result for the year | – | – | – |
| Balance at 31 December 2024 | 50 | – | 50 |
| Ordinary Share Capital | Revenue Reserve | Total | |
| £000 | £000 | £000 | |
| Balance at 31 December 2022 | 50 | – | 50 |
| Issue of Ordinary shares | – | – | – |
| Result for the year | – | – | – |
| Balance at 31 December 2023 | 50 | – | 50 |
| 4. FINANCE COSTS | ||
| For the year ended 31 December 2024 | For the year ended 31 December 2023 | |
| £000 | £000 | |
| Provision for compound growth entitlement on ZDP Shares | 829 | 787 |
| 5.TAXATION ONORDINARYACTIVITIES | ||
| For the year ended 31 December 2024 | For the year ended 31 December 2023 | |
| £000 | £000 | |
| Taxation charge on ordinary activities | ||
| Total tax charge for the year at 25% (31 December 2023: 23.52%*) | – | – |
| *With effect from 1 April 2023, the main rate of corporation tax increased from 19% to 25%, therefore the hybrid rate of 23.52% has been used for the year ended 31 December 2023.There is no taxable income and deductible expense for the year ended 31 December 2024 and 31 December 2023. | ||
| 6. AMOUNTS DUE FROM PARENT COMPANY | ||
| 31 December 2024 | 31 December 2023 | |
| £000 | £000 | |
| Current assets | ||
| Amounts due from Parent Company in respect of ZDPs | 17,355 | – |
| Amount due in respect of paid up issued share capital (see note 10) | 13 | 13 |
| Amount due in respect of issued share capital (see note 10) | 37 | 37 |
| Total current assets | 17,405 | 50 |
| Non-current assets | ||
| Amounts due from Parent Company in respect of ZDPs | – | 16,527 |
| Total non-current assets | – | 16,527 |
| Funds raised through the ZDP share issue after the deduction of issue costs totalled £14.2m. These funds have been transferred to the Parent Company under an Undertaking Agreement pursuant to which the Parent Company agrees to contribute to the Company such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, the final capital entitlement of the ZDP Shares (scheduled repayment date of 28 November 2025).The Directors believe the carrying amount due from the Parent Company approximates its fair value. | ||
| 7. OTHER FINANCIAL LIABILITIES | ||
| 31 December 2024 | 31 December 2023 | |
| £000 | £000 | |
| 14,217,339 ZDP Shares of £0.01 | 17,355 | 16,527 |
| The accrued capital entitlement of each ZDP Share was 122.07p as at 31 December 2024 (31 December 2023: 116.24p). | ||
| 8. ZERO DIVIDEND PREFERENCE SHARES | ||
| 31 December 2024 | 31 December 2023 | |
| £000 | £000 | |
| Balance at start of year | 14,217,339 | 14,217,339 |
| Issued in the year | – | – |
| Balance at end of year | 14,217,339 | 14,217,339 |
| TheCompanyissued14,217,339ZDPSharesat100pencepershareon30November2020.TheZDPShareshaveanentitlement to receive a fixed cash amount on 28 November 2025, being the maturity date, of 127.61 pence per share, equivalent to a 5.0% per year compound increase over their life, but do not receive any dividends or income distributions.The ZDP Shares do not carry the right to vote at general meetings of the Company, although they carry the right to vote as a class on certain proposals which would be likely to materially affect their position. The ZDP Shares also carry the right to vote, as a class, on certain matters that relate to the activities of the Group.ThefairvalueoftheZDPSharesat31December2024,basedonthequotedbidpriceatthatdate,was£16,776,460(31December 2023: £15,639,073). The fair value of the ZDP Shares is classified as level 2 under the hierarchy of fair value measurements. | ||
| 9. RISK MANAGEMENT | ||
| The Company’s only financial asset is the amounts due from the Parent Company, Premier Miton Global Renewables Trust PLC, payable on 28 November 2025 (see note 6).The main risks arising from the Company’s financial instruments are market risk, liquidity risk and credit risk. Market risk The market risk comprises three elements – price risk, currency risk and interest rate risk.Market risk is the possibility of financial loss to the Company arising from fluctuations in the value of investments held in its Parent Company, Premier Miton Global Renewables Trust PLC. There is no currency risk as there are no foreign currency transactions or balances, there is no interest rate exposure as interest rates are fixed and assets and liabilities are stated at amortised cost and there is no significant other price risk. | ||
| Liquidity risk The liquidity risk is the possibility of failure of the Company to realise sufficient assets to meet its financial liabilities. The Company isnotsubjecttosignificantliquidityriskandhadnoborrowingsatanytimeduringtheyearended31December2024(31December 2023: nil). The Company’s only class of non-equity share capital in issue: ZDP Shares, which give shareholders the right to a repayment entitlement that accrues to provide a predetermined level of growth equivalent to a gross redemption yield of 5.0%, per annum based on the issue price of 100.00p on issue on 30 November 2020 up to the repayment date on 28 November 2025. The final capital entitlement payable at this date will be £18,142,902. The Company has an agreement with its Parent Company, Premier Miton Global Renewables Trust PLC, whereby the Parent Company has entered into the Undertaking Agreement pursuant to which the Parent Company has undertaken to contribute (by way of gift, contribution or otherwise) such amount as will result in the Company having sufficient assets to satisfy the then current or, as the case may be, Final Capital Entitlement of the ZDP Shares on the ZDP Repayment Date of 28 November 2025 or any earlier winding up of the Company under the Articles. The Parent Company has given certain undertakings for the benefit of the Company and the ZDP Shareholders whilst the Parent Company remains liable to make any payment under the Undertaking Agreement. Full repayment of the ZDP Shares is, however, subject to sufficient growth being generated in the portfolio of the Company’s Parent Company by the repayment date. The contractual maturities of the Company’s financial liabilities at 31 December 2024, based on the earliest date on which payment can be required, were as follows: | ||||
| 31 December 2024 | 31 December 2023 | |||
| Less than one year | Total | Between one and five years | Total | |
| £000 | £000 | £000 | £000 | |
| Zero Dividend Preference Shares | 18,143 | 18,143 | 18,143 | 18,143 |
| Credit risk The credit risk is the possibility that the intra-group debtor will not be recovered. The Parent Company has indicated its intention to continue to make available such funds as required by the Company to meet its obligations, however, with any company placing reliance on another group entity for financial support, there is a risk of non-fulfilment and no certainty that the required support will be provided. There is no reason to believe that sufficient Parent Company support will not be provided and therefore credit risk is considered low, consequently the expected credit loss is considered insignificant and as such no impairment provision has been recognised by the Company. | ||||
| 10. SHARE CAPITAL | ||||
| The Company has one class of Shares which carries no right to fixed income. The authorised and issued share capital of the Company is 50,000 Ordinary Shares issued at £1 which have been 25% called. | ||||
| 11. RELATED PARTIES |
| The Directors are all directors of the Parent Company and received no remuneration for their services to the Company during the year. The following administrative expenses have been incurred during the year by the Parent Company; Registrar’s fees of£10,000 (31 December 2023: £9,000), London Stock Exchange fees of £13,000 (31 December 2023: £13,000), and total audit fees of £77,000 (31 December 2023: £80,000), (note 3). The amount due from the Parent Company was £17,405,000 as at 31 December 2024 (31 December 2023: £16,577,000), (note 6). |
| 12. PARENT COMPANY UNDERTAKING |
| TheCompanyisawhollyownedsubsidiaryofitsultimateholdingcompanyandcontrollingparty,PremierMitonGlobalRenewables Trust PLC, a company registered in England and Wales. The largest and smallest group in which the results of the Company are consolidated is that of which Premier Miton Global Renewables Trust Plc is the Parent Company. These Financial Statements therefore provide information about the Company as an individual undertaking. Copies of the Parent Company’s Annual Report may be obtained from the Company Secretary, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom. |
| 13. SUBSEQUENT EVENTS |
| As at the date of this report, no subsequent events were noted. |
| 1. | Only those holders of Ordinary Shares registered in the Company are entitled to attend and vote at the meeting. Holders of ZDP Shares have the right to receive notice of general meetings of the Company but do not have any right to attend, speak and vote at any general meeting of the Company unless the business of the meeting includes any resolution to alter, modify or abrogate the special rights or privileges attached to ZDP Shares. |
| 2. | A member entitled to attend, vote, and speak at the meeting may appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the annual general meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A shareholder may not appoint more than one proxy to exercise the rights attached to any one share. A proxy need not be a shareholder of the Company. |
| 3. | To submit your proxy instructions, please complete the online form of proxy by logging on to www.signalshares.comand selecting PMGR Securities 2025 PLC. If you have not yet registered for the share portal you will need your investor code (IVC) which is detailed on your share certificate or is available by contacting our Registrar, MUFG Corporate Markets via email at: shareholderenquiries@cm.mpms.mufg.comor calling on 0371 664 0300 or, if calling from overseas, on+44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Registrar is open between 09:00 - 17:30 p.m., Monday to Friday excluding public holidays in England and Wales. Alternatively, you can request a paper proxy form from MUFG Corporate Markets using the contact details above and returning the completed form to the address shown on the form. |
| 4. | Any paper proxy form or other instrument appointing a proxy must be received by post to MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL or (during normal business hours only) by hand at the offices of the Company’s registrars, MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 12:15 pm on Tuesday, 22 April 2025. |
| 5. | The return of a completed proxy form or electronic vote, will not prevent a shareholder attending the annual general meeting and voting in person if he/she wishes to do so. |
| 6. | Unless otherwise indicated on the Form of Proxy or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting. |
| 7. | Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/ she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the annual general meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. |
| 8. | The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company. |
| 9. | As at 5 March 2025 (being the latest practicable date prior to the publication of this Notice) the Company’s issued voting share capital consisted of 50,000 Ordinary Shares of £1 each, partly paid as to 25p each, all of which are held by the Parent Company. In addition, there are 14,217,339 ZDP Shares of £0.01 each with no voting rights attached. |
| 10. | To be entitled to attend and vote at the annual general meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by close of business on Tuesday, 22 April 2025 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting for the purposes of which no account is to be taken of any part of a day that is not a working day). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. |
| 11. | 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. |
| 12. | Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the annual general meeting; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the annual general meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website. |
| 13. | Members satisfying the thresholds have the right, under section 338 of the Companies Act 2006, to require the Company to give its members notice of a resolution which the shareholders wish to be moved at an annual general meeting of the Company. Additionally, members have the right under section 338A of the Companies Act 2006 to require the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the annual general meeting. The Company is required to give such notice of a resolution or include such matter once it has received requests from members representing at least 5% of the total voting rights of all the members who have a right to vote at the annual general meeting or from at least 100 members with the same right to vote who hold shares in the Company on which there has been paid up an average sum per member of at least £100. This request must be received by the Company not later than six weeks before the annual general meeting or, if later, the time at which notice is given of the annual general meeting. In the case of a request relating to section 338A of the Companies Act 2006, the request must be accompanied by a statement setting out the grounds for the request. |
| 14. | Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so in writing to the Company Secretary at the registered office address or at: pmgr@cm.mpms.mufg.com.No other methods of communication will be accepted. In particular, you may not use any electronic address provided either in this notice of meeting or in any related documents to communicate with the Company for any purposes other than those expressly stated. |
| 15. | The following documents will be available for inspection at the Company’s registered office during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the annual general meeting and at the place of the annual general meeting from 15 minutes prior to its commencement until its conclusion:a copy of the Memorandum and Articles of Association of the Company; and the Annual Report and Accounts for the year ended 31 December 2024. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential 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 that the question be answered. |
| 16. | A copy of this notice, and other information required by s311A of the Companies Act 2006, is available at the Investment Manager’s website: https://www.globalrenewablestrust.com |