UVENCO UK PLC (Registered in England and Wales with number 6135746)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of SnackTime Plc will be held at the offices of Westhouse Securities Limited, Heron Tower, 110 Bishopsgate, EC2N 4AY, on Thursday 18th December at 10am for the purposes of transacting the following business.
You will be asked to consider and vote on the resolutions set out below. Resolutions numbered 1 to 8 to be passed as ordinary resolutions and resolutions 9 and 10 to be passed as special resolutions.
1. To receive the Report of the Directors and the audited financial statements for the year ended 31 March 2014.
2. To re-elect Mr M.E.W. Jackson as a Director of the Company.
3. To re-elect Mr T.H.T. James as a Director of the Company.
4. To elect Mr B. Belotserkovsky as a Director of the Company.
5. To elect Mrs G. White as a Director of the Company.
6. To re-appoint BDO LLP as Auditors of the Company.
7. To authorise the Directors to determine the remuneration of the Auditors.
8. To consider and, if thought fit, pass the following resolution as an Ordinary Resolution: THAT in substitution for any existing power, the Directors be generally and
unconditionally authorised pursuant to and in accordance to Section 551 of the
Companies Act 2006 ("the Act") 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 up to an aggregate nominal value of £642,980 (such sum
being in excess of one third of the total fully diluted share capital of the Company, this authority the levels of convertible loan stock in issue and the current share price) provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 24th December
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2015), save that the Company shall be entitled to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant rights pursuant to any such offers or agreements as if this authority had not expired.
9. To consider and, if thought fit, pass the following resolution as a Special Resolution
THAT in substitution for any existing power, the Directors be empowered pursuant to
Section 570 and Section 573 of the Act to allot equity securities (as defined in Section
560 of the Act) for cash pursuant to the authority conferred by Resolutions 5 and 7 and/or to sell shares held by the Company as treasury shares for cash as if Section
561(1) of the Act did not apply to any such allotment, provided that this power shall be
limited to:
(i) the allotment of equity securities for cash in connection with an offer of, or invitation to apply for, equity securities (in the case of the authority granted under Resolution 7 by way of a rights issue only):
(a) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
(b) to holders of other equity securities (if any), as required by the rights of those securities, or as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(ii) in the case of the authority granted under Resolution 5 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (i) above) of equity securities or sale of treasury shares up to an aggregate nominal amount of £642,980 (being the total number of ordinary shares under Resolution 5 above),
and the power given by this resolution shall expire upon the expiry of the authority conferred by Resolution 5 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
10. To consider and, if thought fit, pass the following resolution as a Special Resolution: THAT pursuant to section 701 of the Act and, and in accordance with the Company's
Articles of Association, the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary
2p shares in the capital of the Company ("ordinary shares") provided that:
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(i) the maximum number of ordinary shares hereby authorised to be purchased shall be 4,819,137 (or, if less, 14.99% of the ordinary shares in issue immediately following the passing of this resolution);
(ii) the minimum price which may be paid for an ordinary share is the nominal value of such share;
(iii) the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from The AIM Appendix to the Daily Official List of The London Stock Exchange plc for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased (exclusive of expenses);
(iv) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company held in 2014 or 18 months from the date of this resolution (whichever is earlier);
(v) the Company may make any purchase of its ordinary shares pursuant to a contract concluded before the authority hereby conferred expires and which will or may be executed wholly or partly after the expiry of such authority; and
(vi) all ordinary shares purchased pursuant to the authority conferred by this resolution 7 shall, at the discretion of the Directors, be cancelled immediately on completion of the purchase or held in treasury.
Registered Office By Order of the Board
17 Rufus Business Centre T H T James
Ravensbury Terrace Company Secretary
London
SW18 4RL
Dated 21st November 2014
See over for Notes
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NOTICE OF ANNUAL GENERAL MEETING 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 at a general meeting of the Company.
2. The return of a completed proxy form, other such instrument or any CREST proxy instruction (as described in paragraph 14 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.
3. 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.
4. 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 should contact PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
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:
completed and signed;
sent or delivered to Capita PXS, The Registry, 34 Beckenham, Kent, BR3 4TU; and
received by Capita PXS no later than 10am on Tuesday 16th December 2014.
7. 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.
8. 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.
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9. 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.
10. 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.
11. Nominated persons: (a) Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. (b) The statement of the rights of shareholders in relation to the appointment of proxies in paragraph (1) above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
12. The issued share capital of the Company consists of 32,149,014 Ordinary Shares of 2 pence each, carrying one vote each. Therefore, the total number of voting rights of the Company as at 18th December 2014 is 32,149,014.
13. 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
10am on 18th December 2014 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, Capita PXS (CREST Participant ID: RA10), 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
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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.
14. Only those members entered on the register of members of the Company at 6.00 pm on 16th December 2014 or, in the event that this meeting is adjourned, in the register of members as at 6.00 p.m. on the day two days before the date of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their names at that time. Changes to the entries on the register of members by the close of business on 16th December 2014 or, in the event that this meeting is adjourned, in the register of members before the close of business on the day two days before the date of the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
15. 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.
16. 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:
to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
the answer has already been given on a website in the form of an answer to a question, or;
it is undesirable in the interests of the Company or the good order of the meeting to answer the question.
17. Copies of the Directors' service contracts and letters of appointment are available for inspection at the registered office of the Company during normal business hours on any business day and will be available for inspection at the place where the meeting is being held from 15 minutes prior to and during the meeting.
18. A copy of this notice, and other information required by s311A of the Companies Act
2006, can be found at
www.snacktime.com/about-us/investor-relations/financial_downloads/.
19. Biographical details of the Directors are shown on page 8 of the Annual Report and
Accounts 2014.
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