REG - Obtala Limited - Final Results FY2016 <Origin Href="QuoteRef">OBT.L</Origin> - Part 4

WoodboisAnnouncement

30/06/2017 16:40

- Part 4: For the preceding part double click  ID:nRSd8062Jc 

permitted cut (APC) is currently of 70,000m3 and its trading operations are based
in Abidjan, Ivory Coast, where WBI operates warehouse space for inventory. WBI has a 24,000m3 sawn capacity sawmill and is
completing a 18,000m3 veneer plant opening later this year. Capex for expanding both business lines is estimated at about
$500,000. 
 
27.  ULTIMATE PARENT COMPANY 
 
At 31 December 2016 the Directors do not believe that there was an ultimate controlling party. 
 
NOTICE IS HEREBY GIVEN that the 2017 Annual General Meeting of Obtala Limited (registration number 52184) will be held at
the Company's registered office at Dixcart House, Sir William Place, St Peter Port, Guernsey, GY1 1GX on 4th August 2017 at
12:00 p.m. to transact the following business: 
 
To consider and, if thought fit, to pass the following resolutions, numbers 1 to 7 of which will be proposed as ordinary
resolutions and numbers 8 and 9 as special resolutions. 
 
ORDINARY RESOLUTIONS 
 
1.             To receive and adopt the Directors' Report, the Audited Statement of Accounts and Auditor's report for the
year ended 31 December 2016. 
 
2.             To re-elect Jessica Camus as a director of the Company, pursuant to the Articles of Incorporation of the
Company. 
 
3.             To re-elect Miles Pelham as a director of the Company, who retires pursuant to the Articles of Incorporation
of the Company. 
 
4.             To re-elect Kevin Milne as a director of the Company, who retires pursuant to the Articles of Incorporation
of the Company. 
 
5.             To re-appoint RSM UK Audit LLP as auditor of the Company until the conclusion of the next annual general
meeting at which the accounts are laid before the Company. 
 
6.             To authorise the Directors to determine the auditors' remuneration. 
 
Allotment of shares 
 
7.             THAT the Directors be hereby generally and unconditionally authorised, in substitution for all previous
powers granted to them, pursuant to Article 8 of the Company's Articles of Incorporation ("the Articles") to exercise all
the powers of the Company to allot and make offers to allot equity securities (as defined in Article 8 of the Articles) up
to an aggregate nominal amount of £18,000,000 provided that this authority shall expire at the conclusion of the annual
general meeting of the Company to be held in 2018 save that the Company may before such expiry make an offer or enter into
an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot
equity securities in pursuance of such offer or agreement as the authority conferred hereby had not expired. 
 
SPECIAL RESOLUTIONS 
 
Disapplication of pre-emption rights 
 
8.             THAT the Directors be authorised and empowered, in substitution for all previous powers granted to them,
pursuant to Article 9 of the Articles to allot equity securities (as defined in Article 8 of the Articles) for cash
pursuant to the authority referred to in resolution 7 above as if Article 9.2 of the Articles did not apply to any such
allotment provided that this power should be limited to the allotment of equity securities: 
 
a.     on a pro rata basis to the holders of ordinary shares in the Company where the equity securities respectively
attributable to the interests of such holders are proportionate (as nearly as may be practicable) to the respective numbers
of ordinary shares held by them, but subject to such exclusions or other arrangements as the Directors may deem necessary
or expedient to deal with any fractional entitlements or any legal or practical problems under law of, or the requirements
of any regulatory body or any recognised stock exchange in, any territory; 
 
b.     with an aggregate nominal amount of £18,000,000 otherwise than pursuant to paragraph 8a above; and 
 
c.     this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2018 save
that the Company may before such expiry make an offer or enter into an agreement which would or might require relevant
securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or
agreement as the authority conferred hereby had not expired. 
 
Buy-back of shares 
 
9.             THAT, the Company be generally and unconditionally authorised for the purposes of Article 50.3 of the
Articles to make market purchases (as defined in Article 50.5 of the Company's Articles) of ordinary shares of the Company
on such terms and in such manner as the directors of the Company shall determine provided that: 
 
a.       the maximum aggregate number of ordinary shares which may be purchased is 250,000,000 ordinary shares; 
 
b.      the minimum price (excluding expenses) which may be paid for each ordinary share is 1p; 
 
c.       the maximum price (excluding expenses) which may be paid for each ordinary share does not exceed 5 per cent. above
the average closing price of such shares for the five business days on London Stock Exchange plc prior to the date of
purchase; and 
 
d.      this authority shall expire at the conclusion of the next annual general meeting of the Company unless such
authority is renewed prior to that time (except in relation to the purchase of ordinary shares the contract for which was
concluded before the expiry of such authority, in which case such purchase may be concluded wholly or partly after such
expiry). 
 
On behalf of the Board 
 
Paul Dolan 
 
Chief Executive Officer 
 
30 June 2017 
 
Registered office: 
 
Dixcart House 
 
Sir William Place 
 
St Peter Port 
 
Guernsey 
 
GY1 1GX 
 
Entitlement to attend and vote 
 
1.             The time by which a person must be entered on the register of members in order to have the right to attend
or vote at the meeting is 6.00 p.m. on 2nd August 2017. If the meeting is adjourned, the time by which a person must be
entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before
the date fixed for the adjourned meeting. Changes to entries on the register of members after such times shall be
disregarded in determining the rights of any person to attend or vote at the meeting. 
 
Appointment of proxies 
 
2.             If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint one or
more proxies to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a
proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the
notes to the proxy form. 
 
3.             A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of
how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to
the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of
proxy (not the Chairman) and give your instructions directly to them. 
 
4.             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. 
 
Appointment of proxy using hard copy proxy form 
 
5.             The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold
their vote. 
 
To appoint a proxy using the proxy form, the form must be: 
 
·      completed and signed; 
 
·      sent or delivered Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA; and 
 
·      received by Neville Registrars no later than 12:00 p.m. on 2nd August 2017. 
 
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf
by an officer of the company or an attorney for the company. 
 
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power
or authority) must be included with the proxy form. 
 
Appointment of proxy by joint members 
 
6.             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). 
 
Changing proxy instructions 
 
7.             To change your proxy instructions simply submit a new proxy appointment using the methods set out above.
Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions;
any amended proxy appointment received after the relevant cut-off time will be disregarded. 
 
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another
hard-copy proxy form, please contact Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands
B63 3DA. 
 
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. 
 
Termination of proxy appointments 
 
8.             In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy
notice clearly stating your intention to revoke your proxy appointment as above. In the case of a member which is a
company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company
or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed
(or a duly certified copy of such power or authority) must be included with the revocation notice. 
 
The revocation notice must be received by Neville Registrars no later than 12:00 p.m. on 2nd August 2017.  If you attempt
to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph
directly below, your proxy appointment will remain valid. 
 
Appointment of a proxy 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. 
 
Issued shares and total voting rights 
 
9.             As at 6.00 p.m. on 30 June 2017, the Company's issued share capital comprised 297,737,146 ordinary shares of
1p each, carrying one vote each.  The Company currently holds 99,378 shares in treasury. Therefore, the total number of
voting rights in the Company as at 6.00 p.m. on 30 June 2017 was 297,637,768. 
 
Documents on display 
 
10.           The following documents will be available for inspection at the registered office of the Company during
normal business hours on any weekday (weekends excepted) from the date of this notice until 4th August 2017 and at the
place of the Meeting for 15 minutes prior to and during the Meeting: 
 
a)     copies of the service contracts of executive directors of the Company; and 
 
b)    copies of letters of appointment of the non-executive directors of the Company. 
 
Crest proxy instructions 
 
11.       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 to be held at 12:00 p.m. on 4th August 2017 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, Neville Registrars Limited (CREST Participant ID: 7RA11), no later
than 48 hours 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. 
 
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001. 
 
OBTALA LIMITED 
 
(Company Number 52184) 
 
FORM OF PROXY FOR USE AT THE 
 
2017 ANNUAL GENERAL MEETING ON 4TH AUGUST 2017 
 
I/We: _______________________________________________________________________________________________ 
 
(Block capitals please) 
 
(a) member(s) of the above- named Company hereby appoint(s) *the Chairman of the meeting (see Note 4) or ……………………….. as
my/our proxy vote for me/us on my/our behalf at the 2017 Annual General Meeting of Obtala Limited (the "Company") to be
held at the Company's registered office: Dixcart House, Sir William Place, St Peter Port, Guernsey GY1 1GX on 4th August
2017 at 12:00 a.m. and at every adjournment thereof. 
 
Please tick here if this proxy appointment is one of multiple appointments being made 
 
I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an
'X' 
 
 ORDINARY RESOLUTIONS                                                                For  Against  Vote Withheld  
 1. To receive and adopt the report and accountsfor the year ended 31 December 2016                               
 2.  To re-elect Jessica Camus as a director of the Company                                                       
 3.  To re-elect Miles Pelham as a director of the Company                                                        
 4. To re-elect Kevin Milne as a director of the Company                                                          
 5.  To re-appoint RSM UK Audit LLP as auditors                                                                   
 6.  To authorise the Directors to determine the auditors' remuneration                                           
 7.  To authorise the Directors to allot relevant securities                                                      
 SPECIAL RESOLUTIONS                                                                                              
 8.   To disapply the statutory pre-emption rights                                                                
 9.   To authorise the Company to make market purchases to buy back shares                                        
 
 
Signature: ____________________________________________________________________________________ 
 
(BLOCK CAPITALS PLEASE) 
 
Address:  ____________________________________________________________________________________ 
 
____________________________________________________________________________________ 
 
Dated this: ___________________________ day of _______________________________________________2017 
 
Joint Holders if any: 
 
Signature           ___________________________________________________________________________ 
 
Address:   ___________________________________________________________________________________ 
 
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