Failures in relation to General Meeting

Concerned shareholders have written to the Company in relation to a perceived growing pattern of delays by the Company in taking steps required to be taken in connection with the General Meeting, which should be performed promptly in the interests of the Company and shareholders as a whole. The Directors of the Company should not be looking after any self-interests and are under fiduciary duties to act in the best interests of the Company – which must be to allow shareholders to exercise their rights under the Companies Act and to ensure that shareholders are properly informed in advance of casting votes at the General Meeting.

These delays include:

Delay in issuing circular to convene meeting

On 2 July 2021, a notice requisitioning the General Meeting was sent to the Company. The Company was obliged to issue the notice of the meeting (the “Notice”) by Friday 23 July 2021 at the latest. The Board elected to wait until, at least, the last possible day for issuing the Notice which was announced and uploaded to the Company’s website on Monday 26 July 2021 bearing the date 23 July 2021. We have asked for evidence that the Notice was post-stamped on Friday 23 July 2021 and is therefore issued with the correct date.

Delay in issuing section 314 statement

On 28 July 2021 a statement was sent to the Company for circulation to shareholders in accordance with section 314 of the Act (the “Statement”). The Company is under a duty to circulate this Statement as soon as reasonably practicable, failing which, the relevant officers of the Company would be committing an offence under the Act. In addition, the directors of the Company are under a fiduciary duty to act in the best of interests of the Company (being, for so long as the Company remains solvent, the interests of its shareholders as a whole). Given it must be in the best interests of the Company to ensure that shareholders are properly informed prior to voting on shareholder resolutions, there should be no delay in arranging for the issue of the Statement. However, it still hasn’t been published!

Delay in providing section 808 register

On 21 July 2021, a notice requesting a copy of the register of interests in shares was issued under section 808 of the Act. This is required to enable discussions between concerned shareholders and those who hold shares behind nominee accounts. We had received no response during the usual 5 day period and sent a further request on 27 July 2021. On 28 July 2021, we received contact details for the relevant investor relations team who only responded to our requests on 29 July 2021.

Delay in responding to request for joint publication of correspondence

We wrote to the Company proposing a joint publication of the correspondence between the concerned shareholders and the Company for complete transparency. We asked for confirmation prior to 5.30pm on 29 July 2021 but have received no response.

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