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
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.
http://www.rns-pdf.londonstockexchange.com/rns/3242D_1-2024-9-7.pdf