Alina Holdings PLC: Notice of Annual General Meeting Alina Holdings PLC
31 5월 2022 - 3:00PM
UK Regulatory
Alina Holdings PLC (ALNA) Alina Holdings PLC: Notice of Annual
General Meeting Alina Holdings PLC 31-May-2022 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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NOTICE IS HEREBY GIVEN that the Annual General Meeting (the
"Meeting") of the Company will be held at Anjuna, 28 Avenue de la
Liberté, 06360 Eze, France on Tuesday 28^th June 2022 at 11 am
(CEST), for the purpose of considering and, if thought fit, passing
the following resolutions which will be proposed as to resolutions
1 to 6 as ordinary resolutions and as to resolutions 7 to 10 as
special resolutions. The Directors consider that all the
resolutions to be put to the Meeting are in the best interests of
the Company and its shareholders as a whole and unanimously
recommend shareholders to vote in favour of all the proposed
resolutions. The Directors intend to vote, in respect of their own
beneficial holdings, in favour of all the proposed resolutions.
Ordinary Business 1. To receive and adopt the report of the
Directors and the financial statements ofthe Company for the
12months period ended 31 December 2021, together with the report of
the auditors thereon. 2. To approve the Remuneration Report
contained in the report of the Directors and the financial
statementsfor the 12 months' period ended 31 December 2021. 3. To
re-appoint Jeffreys Henry LLP as auditors to the Company, to hold
office until the conclusion of thenext general meeting at which
accounts are laid before the Company, and to authorise the
Directors todeterminetheir remuneration. 4. To re-elect Duncan
Soukup as a director in accordance with article 112 of the
Company's Articles ofAssociation. 5. To re-elect Tim Donell as a
director in accordance with article 118 of the Company's Articles
ofAssociation. 6. To re-elect Martyn Porter as a director in
accordance with article 118 of the Company's Articles
ofAssociation. Special Business 7. THAT the Directors be generally
and unconditionally authorised in accordance with Section 551 of
the Companies Act 2006 (the "Act") to allot shares in the Company
or grant rights to subscribe for or to convert anysecurities into
shares in the Company ("Relevant Securities") up to a maximum
aggregate nominalamount of GBP75,650 provided that this authority
shall expire at the conclusion of the next annual general meeting
of the Company or,if earlier, fifteen (15) months from the date of
passing this Resolution save that the Company may before suchexpiry
make an offer or agreement which would or might require Relevant
Securities to be allotted after such expiryand the Directors may
allot Relevant Securities in pursuance of such an offer or
agreement asif the authority conferred had not expired. 8. THAT,
subject to and conditional on, the passing of Resolution 7, the
Directors be empowered, pursuant toSection 570 of the Act, to allot
equity securities (within the meaning of Section 560 of the Act) or
sell ordinaryshares (as defined in section 560(1) of the Act) held
by the Company as treasury shares for cash pursuant to theauthority
given by Resolution 7 as if Section 561(1) of the Act did not apply
to any such allotment and/orsale of ordinary shares provided that
this power shall be limited to: 9. 1. the allotment of equity
securities and/or sale of ordinary shares in connection with a
rights issueor any other offer to holders of ordinary shares in
proportion (as nearly as practicable) to their respectiveholdings
and to holders of other equity securities as required by the rights
of those securities or as theDirectors otherwise consider
necessary, but subject to such exclusions or other arrangements as
theDirectors deem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates,legal or practical
problems in or under the laws of any territory or the requirements
of any regulatory body orstock exchange; and 10. 2. the allotment
(otherwise than pursuant to sub-paragraph (a) above) of equity
securities and/or sale ofordinary shares up to an aggregate nominal
amount of GBP11,348; and this authority shall expire at the
conclusion of the next annual general meeting of the Company or, if
earlier, 15 months from the date of passing this Resolution save
that the Company may before such expiry make an offer or agreement
which would or might require equity securities to be allotted
and/or ordinaryshares to be sold after such expiry and the
Directors may allot equity securities in pursuance of such an offer
or agreement as if the power conferred hereby has not expired. 9.
THAT the Company be generally and unconditionally authorised
pursuant to section 701 of the Act to makemarket purchases (within
the meaning of section 693(4) of the Act) of its ordinary shares of
1p each in the capitalof the Company ("Ordinary Shares") on such
terms and in such manner as the directors may from time to
timedetermine, provided that: 10. 1. the maximum aggregate number
of Ordinary Shares authorised to be purchased is 3,402,339 being
thenumber representing 14.99% of the issued share capital of the
Company (excluding shares held by the Company intreasury) at the
date of this Notice or such number of Ordinary Shares as is closest
to but does notexceed 14.99% of the issued share capital (excluding
shares held by the Company in treasury)as at the date ofthe
Meeting; 11. 2. the minimum price (exclusive of expenses) which may
be paid for an Ordinary Share is 1p (being thenominal value of an
Ordinary Share); 12. 3. unless a tender offer is made to all
holders of Ordinary Shares the maximum price which may be paidfor
an Ordinary Share (exclusive of expenses) is an amount equal to the
higher of: (a) 105% of the average ofthe middle market quotations
for an Ordinary Share as derived from the Daily Official List of
the London Stock Exchange for the five business days immediately
preceding the day on which the Ordinary Share is purchased; and(b)
the higher of the price of the last independent trade in Ordinary
Shares and the highest then currentindependent bid for the Ordinary
Shares on the London Stock Exchange and where a tender offer is
made to allholders of Ordinary Shares the maximum price which may
be paid for an Ordinary Share is an amount equal to thenet asset
value per Ordinary Share atthe latest practicable date prior tosuch
purchase, all as determined by the directors; 1. 4. the authority
shall expire at the conclusion of the Annual General Meeting of the
Company to be heldin 2023 or 15 months from the date of the passing
of this resolution, whichever is the earlier; and 2. 5. the Company
may make a contract to purchase Ordinary Shares under this
authority before the expiry ofthe authority which will or may be
executed wholly or partly after its expiry and may make a purchase
ofOrdinary Shares in pursuance of any such contract. 3. THAT, as
permitted by section 307A of the Act, any general meeting of the
Company (other than the AnnualGeneral Meeting of the Company) shall
be called by notice of at least 14 clear days in accordance with
theprovisions of the articles of association of the Company
provided that the authority of this resolution shallexpire on the
conclusion of the next Annual General Meeting of the Company to be
held in 2023. BY ORDER OF THE BOARD Alasdair Johnston Company
Secretary Alina Holdings PLC Company Number 05304743 Registered
office: Eastleigh Court Bishopstrow Warminster BA12 9HW Notes on
the Resolutions Resolution 1 relates to the requirement for the
directors to present the report of the directors and the accounts
of the Company to shareholders at the Meeting. The report of the
directors, the accounts and the report of the Company's Auditors on
the accounts and on those parts of the directors' remuneration
report that are capable of being audited are contained within the
Report and Accounts. Resolution 2 relates to the requirement for an
annual advisory vote on the directors' remuneration report in terms
of the arrangements for pay and share awards to directors. Details
of these are contained in the Remuneration section of the report
ofthe directors and the financial statements within the Report and
Accounts. The vote on this resolution is advisory only, and any
entitlement of a director to remuneration is not conditional on
this resolution being passed. Resolution 3 relates to the
requirement that the auditors of a company must be re-appointed at
each general meeting at which accounts are laid. This Resolution
seeks approval for the re-appointment of Jeffreys Henry LLP as
auditors of the Company, to hold office until the conclusion of the
next Annual General Meeting at which accounts are laid. Pursuant to
this Resolution, Shareholders are also being asked to authorise the
directors to determine the remuneration payable to Jeffreys Henry
LLP as auditors. Resolution 4 relates to the re-election of Duncan
Soukup who offers himself for re-election. The Company's Articles
of Associationrequire one third of the directors to retire by
rotation at each Annual General Meeting (excluding any director
standing for re-election in accordance with article 118 of the
Company's Articles of Association. Resolution 5 relates to the
re-election of Tim Donell who, having been appointed since the
Company's last annual general meeting, is required to retire at the
AGM in accordance with article 118 of the Company's Articles of
Association and offers himself for re-election. Resolution 6
relates to the re-election of Martyn Porter who, having been
appointed since the Company's last annual general meeting, is
required to retire at the AGM in accordance with article 118 of the
Company's Articles of Association and offers himself for
re-election. Resolution 7 replaces the existing authority of the
directors to allot shares, which expires at the conclusion of the
Meeting. The resolution authorises the directors to allot a maximum
of
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