30 January 2017
GANAPATI PLC
(Incorporated in England and Wales under the Companies Act 2006 with
Registered Number 8807827)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Ganapati plc (the "
Company") will be held at the offices of Ganapati Plc of 6-8 Standard Place,
Rivington Street, London, United Kingdom, EC2A 3BE on Tuesday, 28 February
2017 at 12:00pm for the following purposes:
To consider and, if thought fit, to pass the following resolutions as ordinary
resolutions:
1. THAT the accounts and reports of the directors and the auditors for
the financial year ended 31 January 2016 be and are hereby received and
adopted;
2. THAT Welbeck Associates be and is hereby re-appointed as auditors to
the Company for the financial year ending 31 January 2017 and that the
Directors be and are hereby authorised to determine the remuneration of Welbeck
Associates as the auditors of the Company;
3. THAT Mr Anthony ("Tony") Drury a Director who retires by rotation in
accordance with Article 32.1 be and is hereby re-elected as a director of the
Company.
4. THAT, in accordance with Section 551 of the Companies Act 2006 (as
amended), the Directors be generally and unconditionally authorised to allot
shares in the Company or grant rights to subscribe for or to convert any
security into shares in the Company ("Rights") up to an aggregate nominal
amount of £30,820 provided that this authority shall, unless renewed, varied or
revoked by the Company, expire on the earlier of the conclusion of the Annual
General Meeting of the Company to be held in 2018 or the date falling twelve
months after the passing of this Resolution save that the Company may, before
such expiry, make an offer or agreement which would or might require shares to
be allotted or Rights to be granted and the Directors may allot shares or grant
Rights in pursuance of such offer or agreement notwithstanding that the
authority conferred by this Resolution has expired.
This authority is in substitution for all previous authorities
conferred on the Directors in accordance with Section 551 of the Companies Act
2006, but without prejudice to any allotment of shares or grant of Rights
already made or offered or agreed to be made pursuant to such authorities.
As a special resolution
5. THAT, the Directors be and they are hereby empowered (in
substitution for and to the exclusion of any other existing powers save to the
extent that the same have been previously exercised) pursuant to Section 570 of
the Companies Act 2006 to allot equity securities (within the meaning of
Section 560 of the Companies Act 2006) of the Company for cash pursuant to the
authority conferred on them by Resolution 4and to allot relevant securities as
if Section 561(1) of the Companies Act 2006 did not apply to any such
allotment.
This power shall (unless previously revoked or varied by the
Company in General Meeting) expire twelve months after the date of the passing
of this Resolution or at the conclusion of the Annual General Meeting of the
Company to be held in 2018 whichever first occurs save that the Company may,
before such expiry, make an offer or agreement which would or might require
equity securities to be allotted after such expiry and the Directors may allot
equity securities in pursuance of such an offer or agreement as if the power
conferred hereby had not expired.
By order of the Board
Mr Anthony ("Tony") Drury
Chairman
Registered office:
1st Floor, 6-8, Standard Place,
Rivington Street,
London,
EC2A 3BE
United Kingdom
Dated: 25 January 2017
Notes:
Appointment of Proxies
1. Every holder has the right to appoint some other person of their
choice, who need not be a shareholder, to attend and act on their behalf
(including to speak and to vote) at the meeting. If you wish to appoint a
person other than the chairman of the Company, please insert the name of your
chosen proxy holder in the space provided.
2. In the case of joint holders, the vote of the person first named in
the register of members of the Company tendering a vote will be accepted to the
exclusion of the votes of the other joint holders.
3. To be effective, this form, completed and signed, and any power of
attorney or other authority under which it is signed or a notarially certified
copy of such power or authority, must be lodged at the office of the Company's
registrars at: Share Registrars Ltd, Suite E, First Floor, 9 Lion & Lamb Yard,
Farnham, Surrey GU9 7LL, by 24 February 2017 at 9:00 a.m. (i.e. not less than
48 hours before the time of the meeting).
4. In the case of a shareholder which is a company, this proxy form must
be executed under its common seal or signed on its behalf by an officer of the
company or an attorney for the company. Any corporation which is a member of
the Company can appoint one of more corporate representatives who may exercise,
on its behalf, all its powers as a member provided that no more than one
corporate representative exercises powers over the same share.
5. To direct your proxy how to vote on the resolutions, mark the
appropriate box with an "X". The "Vote Withheld" option is provided to enable
you to abstain on any particular resolution. However, it should be noted that a
"Vote Withheld" is not a vote in law and will not be counted in the calculation
of the proportion of the votes "For" and "Against" a 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. In accordance with regulation 41 of the Uncertificated Securities
Regulations 2001, entitlement to attend and vote at the meeting and the number
of votes which may be cast thereat will be determined by reference to the
register of members of the Company 48 hours before the time appointed for the
meeting or any adjournment thereof. Changes to entries on the Register of
Members after that time shall be disregarded in determining the rights of any
person to attend and vote at the meeting.
7. You may appoint more than one proxy provided each proxy is appointed
to exercise rights attached to different shares. You may not appoint more than
one proxy to exercise rights attached to any one share. To appoint more than
one proxy, please contact the registrars of the Company: Share Registrars Ltd,
Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL. To change
your proxy instructions, please submit a new proxy form using the methods set
out in these notes and the notes to the proxy form. To revoke your proxy, you
will need to notify the Company in writing by sending a hard copy notice to
Share Registrars Ltd at the above address clearly stating your intention to
revoke your proxy appointment, prior to the date and time set out in note 3.
8. To appoint one or more proxies or to give an instruction to a proxy
(whether previously appointed or otherwise) via the CREST system, CREST
messages must be received by the issuer's agent (ID number 7RA36) not later
than 48 hours before the time appointed for holding the meeting. For this
purpose, the time of receipt will be taken to be the time (as determined by the
timestamp generated by the CREST system) from which the issuer's agent is able
to retrieve the message. The Company may treat as invalid a proxy appointment
sent by CREST in the circumstances set out in regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
9. Any alterations made to the Proxy form should be initialled.
10. The completion and return of the Proxy form will not preclude a holder
from attending, speaking and voting in person at the meeting. 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. If the Company is
unable to determine which appointment was last validly received, none of them
shall be treated as valid in respect of that share.
FORM OF PROXY
GANAPATI PLC
For use at the Annual General Meeting to be held at the offices of Ganapati Plc
at 6-8 Standard Place, Rivington Street, London, United Kingdom, EC2A 3BE at
12:00pm on 28 February 2017.
I/We …………………………………………………………………………………………………
(name in full in block capitals)
of …………………………………………………………………………………………………….
(full postal address in block capitals)
……………………………………………………………………………………………………...
being (a) member(s) of Ganapati plc (the "Company") hereby appoint the chairman
of the meeting (See note 3 below) or
…………………………………………………………….………………………………………….
of …………………………………………………………………………………………………….
as my/our proxy to attend and vote for me/us and on my/our behalf as directed
below at the Annual General Meeting of the Company and at any adjournment of
the meeting. This form of proxy relates to the resolutions referred to below
and to any other business transacted at the meeting.
I/We instruct my/our proxy to vote as follows:
Ordinary Resolutions For Against Abstain
1. To receive and adopt the Company's annual
accounts for the financial year ended 31
January 2016 together with the directors' and
auditors' reports thereon.
2. To re-appoint Welbeck Associated as
auditors of the Company for the financial year
ending 31 January 2017 and determine the
remuneration as auditors of the Company.
3. To re-elect as director of the Company Mr
Anthony ("Tony") Drury who retires by
rotation.
4. To give the Directors authority to issue
further Ordinary Shares in the Company up to a
maximum of £30,820
Special Resolutions
5. To dis-apply pre-emption rights on any
issue of Ordinary Shares wholly or partly
for cash in the terms set out in resolutions
4 and 5.
Please indicate how you wish your proxy to vote by inserting "X" in the
appropriate box above. If no indication is given, your proxy will be deemed to
have the authority to vote or abstain at his/her discretion on the resolutions
above and on any other business transacted at the meeting.
Dated…………………………...2017 Signature ……………….……………………………….
Ganapati plc - Notice of Annual General Meeting
January 30, 2017 at 06:05 am
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