REG - Tern PLC - Notice of AGM

TernAnnouncement

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RNS Number : 2708H  Tern PLC  08 June 2026

8 June 2026

 

Tern Plc

 

("Tern" or the "Company")

 

Notice of AGM

 

Tern Plc (AIM:TERN), the company focused on value creation from Internet of
Things ("IoT") technology businesses, announces that the Company's Annual
General Meeting ("AGM") will be held at 9.30am on Tuesday 30 June 2026 at the
offices of Allenby Capital, 5 St Helen's Place, London, EC3A 6AB.

 

The notice of AGM (the "Notice of AGM") is available on the Company's website
https://www.ternplc.com/investors (https://www.ternplc.com/investors) and has
been posted to shareholders, together with the form of proxy.

 

Extracts from the Notice of AGM

 

The AGM is required to be held by 30 June 2026 to meet the Company's Companies
Act 2006 obligations. As the Company's Report and Accounts for the Year Ended
31 December 2025 (the "Accounts") have not yet been published, it is proposed
that a separate general meeting (the "General Meeting") will be held to
approve certain resolutions including approval of the Accounts. It is
currently expected that the General Meeting will be convened in due course for
the earlier of 10.00 am or immediately following the AGM on 30 June 2026.

 

Details of the resolutions to be proposed at the AGM (the "Resolutions") are
set out below and in the Notice of AGM. The Resolutions cover ordinary
business, granting the directors of the Company (the "Directors") the
authority to issue new ordinary shares of £0.0002 each ("Ordinary Shares")
generally (Resolution 1), together with special business to grant the
directors the authority to issue new Ordinary Shares for cash whilst
dis-applying the statutory pre-emption rights of existing shareholders
("Shareholders") in relation to such an issue (Resolution 2) (with resolutions
1 and 2 being the "Share Issuance Resolutions"), and to conduct share
buy-backs (Resolution 3).

 

The Share Issuance Resolutions would permit the Directors to issue up to
175,000,000 new Ordinary Shares (representing approximately 20.5 per cent. of
the Company's existing issued ordinary share capital) generally and, of those,
up to 75,000,000 new Ordinary Shares (representing approximately 8.8 per cent.
of the Company's existing issued ordinary share capital) for cash whilst
dis-applying the statutory pre-emption rights of Shareholders in relation to
such an issue.

 

Recommendation

 

The Directors consider that the proposed Resolutions are in the interests of
the Company and of its shareholders as a whole. Accordingly, they unanimously
recommend that you vote in favour of the Resolutions to be proposed at the
AGM, as the Directors and members of Tern's senior management team intend to
do in respect of their own beneficial shareholdings amounting to 24,733,699
Ordinary Shares, representing approximately 2.89 per cent. of the issued
ordinary share capital of the Company.

 

Capitalised terms used, but not otherwise defined in this announcement, bear
the meanings ascribed to them in the Notice of AGM.

 

Enquiries

 

 Tern Plc                                           via IFC Advisory

 Jane McCracken (Interim Non-Executive Chair)

 Allenby Capital Limited                            Tel: 0203 328 5656

 (Nominated Adviser and Broker)

 Alex Brearley / Ashur Joseph (Corporate Finance)

 Kelly Gardiner (Sales and Corporate Broking)

 IFC Advisory                                       Tel: 0203 934 6632

 (Financial PR and IR)

 Tim Metcalfe

 Graham Herring

 Florence Staton

 

 

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