TIDMURAH
RNS Number : 4530N
URA Holdings PLC
01 June 2022
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ANNOUNCEMENT.
URA Holdings plc
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of URA
Holdings plc, a company incorporated in England and Wales under the
Companies Act 1985 with Registered Number 5329401 (the Company)
will be held at the offices of Shakespeare Martineau LLP, 6th
Floor, 60 Gracechurch Street, London EC3V 0HR on 29 June 2022 at 11
a.m. for the transaction of the following business:
ORDINARY BUSINESS
1. To receive the report of the directors and the financial
statements of the Company for the year ended 31(st) December
2021.
2. To approve the Directors' Remuneration Policy, as set out on
pages 15 to 18 of the 2022 Annual Financial Report, which takes
effect immediately after the end of the AGM.
3. To approve the remuneration report set out on pages 13 to 14
of the annual report for the year ended 31(st) December 2021.
4. To re-elect, as a director of the Company, Sam Mulligan, who
retires in accordance with Article 83 of the Company's Articles of
Association and offers himself for re-election.
5. To re-elect, as a director of the Company, Edward Nealon, who
retires in accordance with Article 83 of the Company's Articles of
Association and offers himself for re-election.
6. To re-elect, as a director of the Company, Bernard Olivier,
who retires in accordance with Article 83 of the Company's Articles
of Association and offers himself for re-election.
7. To re-elect, as a director of the Company, Peter Redmond, who
retires in accordance with Article 83 of the Company's Articles of
Association and offers himself for re-election.
8. To re-elect, as a director of the Company, John Treacy, who
retires in accordance with Article 83 of the Company's Articles of
Association and offers himself for re-election.
9. To re-appoint Bright Grahame Murray as auditors of the Company.
10. To authorise the directors to determine the auditor's remuneration.
SPECIAL BUSINESS
To consider, and if thought fit, to pass the following
resolutions, of which resolution 11 will be proposed as an Ordinary
Resolution and resolutions 12 and 13 as Special Resolutions:
11. THAT the directors be and they are hereby generally and
unconditionally authorised pursuant to Section 551 of the Companies
Act 2006 ("the Act"), in substitution for all previous and existing
powers granted to them, to exercise all the powers of the Company
to allot and make offers to allot relevant securities (within the
meaning of the Act) or grant rights to subscribe for or convert any
securities into shares in the Company ("Rights") up to an aggregate
nominal amount of GBP9,456.37 representing the aggregate nominal
value of two thirds of the Ordinary Shares, provided that in
relation to any allotment of relevant securities in excess of
GBP4,728 representing the aggregate nominal value of one third of
the Ordinary Shares, such authority shall, unless previously
revoked or varied by the Company in general meeting, expire on the
conclusion of the next Annual General Meeting of the Company to be
held in 2023 or 15 months after the passing of this resolution,
whichever is the earlier, provided that the Company may, at any
time before such expiry, make an offer or enter into an agreement
which would or might require relevant securities to be allotted or
Rights granted after such expiry and the directors may allot
relevant securities pursuant to any such offer or agreement as if
the authority conferred hereby had not expired.
12. THAT conditional on the passing of resolution 11 above, the
directors be and they are hereby empowered 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
11 above as if Section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to:-
(a) the allotment of equity securities in connection with an
issue in favour of shareholders where the equity securities
respectively attributable to the interests of all such shareholders
are proportionate (or as nearly as may be practicable) to the
respective number of Ordinary Shares in the capital of the Company
held by them on the record date for such allotment, but subject to
such exclusions or other arrangements as the directors may deem
necessary or expedient in relation to fractional entitlements or
legal or practical problems under the laws of, or the requirements
of, any recognised regulatory body or any stock exchange, in any
territory; and
(b) the allotment of equity securities arising from the
conversion of any other convertible securities outstanding at the
date of this resolution; and
(c) the allotment (otherwise than pursuant to sub-paragraph (a)
above) of further equity securities up to an aggregate nominal
amount of GBP1,418.46;
provided that this power shall, unless previously revoked or
varied by special resolution of the Company in general meeting,
expire at the conclusion of the next Annual General Meeting of the
Company to be held in 2023 or 15 months after the passing of this
resolution, whichever occurs first. The Company may, before such
expiry, make offers or agreements which would or might require
equity securities to be allotted after such expiry and the
directors are hereby empowered to allot equity securities in
pursuance of such offers or agreements as if the power conferred
hereby had not expired.
13. That a general meeting of the Company (other than an annual
general meeting) may be called on not less than 14 clear days'
notice.
URA Holdings plc +44 (0)746 368 6497
CEO
Bernard Olivier
info@uraholdingsplc.co.uk
COO
Jeremy Sturgess-Smith
Peterhouse Capital Limited
Corporate Broker
Lucy Williams
Duncan Vasey +44 (0)20 7469 0930
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END
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June 01, 2022 10:00 ET (14:00 GMT)
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