Chapel Down : Notice of AGM 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains the resolutions to be voted on at the Company's Annual General Meeting to be held on 4 June 2024. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your ordinary shares in the Company, please forward this document for use in relation to the Annual General Meeting of the Company, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some of your ordinary shares in the Company, you should consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.

Notice of Chapel Down Group Plc

Annual General Meeting 2024

9.00am on 4 June 2024

To be held online via the Investor Meet Company platform

	Contents
	Page
Letter from the Chairman	3
Notice of Meeting	4
Ordinary Resolutions	4-5

1. To receive the accounts and reports of the directors and auditors
2. To reappoint Michael Spencer as a director
3. To re-elect Stewart Gilliland as a director
4. To appoint auditors in the manner contained in the notice of the Annual General Meeting
5. To authorise the directors to determine the auditors' remuneration
6. To authorise the directors to allot relevant securities in the manner contained in the notice of the Annual General Meeting

Special Resolutions

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1. To disapply section 561(1) of the Companies Act 2006 (the "2006 Act") in the manner contained in the notice of the Annual General Meeting
2. To authorise the Company to buy back shares in the Company in the manner contained in the notice of the Annual General Meeting

Shareholder information

8-11

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Dear Shareholder

I have pleasure in sending notice of this year's Annual General Meeting for shareholders of Chapel Down Group Plc (the "Company"), which will be held online via the Investor Meet Company platform at 9.00am on 4 June 2024.

The business to be considered at the Annual General Meeting is detailed in this document along with explanatory notes for each of the resolutions in this notice.

Following investor feedback, we will be hosting our AGM online this year, rather than in person at the Winery. We hope that this format will enable more shareholders to view and participate in our Annual General Meeting. The AGM will take place online at 9.00am on Tuesday 4 June 2024.

Shareholders wishing to attend the meeting which will be held on the Investor Meet Company platform, should register by emailing [e-mail] 9.00am on Friday 31 May 2024. Registered shareholders will each be sent a unique link to join the meeting, since only shareholders are eligible to vote.

Shareholders are invited to submit questions for the Board to consider. Questions can be pre submitted ahead of the AGM via the Investor Meet Company platform up until 9.00am on Monday 3 June, or submitted during the AGM.

I urge you, regardless of the number of shares you own, to review the document and vote using the process outlined in the accompanying documents.

Thank you for your continued support.

Yours sincerely

Martin Glenn

Chairman

4 May 2024

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Notice of Meeting

The 2024 Annual General Meeting of Chapel Down Group Plc (the "Company") will be held online on the Investor Meet Company platform on 4 June 2024 at 9.00am to consider the following:

Ordinary Resolutions:

Resolution 1:

To receive the accounts and reports of the directors and the auditors for the period ended 31 December 2023.

The directors are required to present to the Annual General Meeting the accounts, and the reports of the directors and auditors, for the period ended 31 December 2023. These are contained in the Company's Annual Report.

Resolution 2:

To reappoint Michael Spencer as a director of the Company with immediate effect.

Explanation

In accordance with the articles of association of the Company, directors appointed during the year are required to be reappointed at the next Annual General Meeting. The board believes that Michael Spencer continues to perform effectively and with commitment to his role.

Michael Spencer was appointed on 29 June 2023.

Resolution 3:

To re-elect Stewart Gilliland as a director of the Company with immediate effect.

Explanation

In accordance with the articles of association of the Company, a director will retire on the third annual general meeting after the annual general meeting or general meeting at which he or she were elected or re-elected. They may, if willing to act, be re-elected. Stewart Gilliland is willing to act, and the board believes that he continues to perform effectively and with commitment to his role.

Stewart Gilliland was previously re-elected as a director on 29 June 2021.

Resolution 4:

To appoint auditors in the manner contained in the notice of the Annual General Meeting.

Explanation

That auditors of the Company to be appointed, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

Resolution 5:

To authorise the directors to determine the auditors' remuneration.

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Resolution 6:

To authorise the directors to allot relevant securities in the manner contained in the notice of the Annual General Meeting.

Explanation

That in substitution for all existing authorities for the allotment of shares by the Directors, which are hereby revoked, but without prejudice to any allotment, offer or agreement already made pursuant thereto, the Directors be and they are hereby generally and unconditionally authorised, pursuant to section 551 of the 2006 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 such shares (all of which transactions are hereafter referred to as an allotment of "relevant securities") up to an aggregate nominal amount of £4,280,000 generally, in each case for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) 15 months after the date of the passing of this resolution or at the conclusion of the next annual general meeting of the Company following the passing of this resolution, whichever occurs first, provided that the Company may before such expiry, variation or revocation make an offer or agreement which would or might require such relevant securities to be allotted after such expiry, variation or revocation and the Directors may allot relevant securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired or been varied or revoked.

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Special Resolutions

Resolution 7:

To disapply section 561(1) of the 2006 Act in the manner contained in the notice of the Annual General Meeting.

That the Directors be and are hereby empowered pursuant to section 570 of the 2006 Act, to allot equity securities as defined by section 560 of the 2006 Act for cash up to a maximum aggregate nominal amount of £856,000, pursuant to the authority conferred by Resolution 6 above and by way of a sale of treasury shares as if section 561 of the 2006 Act did not apply to any such allotments. Such power shall, subject to the continuance of the respective authority conferred by Resolution 6, expire 15 months after the passing of this resolution or at the conclusion of the next annual general meeting of the Company following the passing of this resolution, whichever occurs first, but may be previously revoked or varied from time to time by Special Resolution but so that the Company may before such expiry, revocation or variation make an offer or agreement which would or might require equity securities to be allotted after such expiry, revocation or variation and the Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired or been revoked or varied.

Resolution 8:

To authorise the Company to buy back shares in the Company in the manner contained in the notice of the Annual General Meeting.

That the Company is generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make market purchases (within the meaning of section 693(4) of the 2006 Act) of any of the ordinary shares in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, such shares to be either held as treasury shares or cancelled as the Board may determine provided that:

1. the maximum number of ordinary shares which may be purchased is 10% of the issued ordinary share capital of the Company;
2. the minimum price that may be paid for each ordinary share is the nominal amount of such share which amount shall be exclusive of expenses, if any;
3. the maximum price (exclusive of expenses) that may be paid for each ordinary share is an amount equal to 105% of the average of the middle market quotations for the ordinary shares of the Company for the 5 business days immediately preceding the day on which such share is contracted to be purchased;
4. the Company may, before this authority expires, make a contract to purchase ordinary shares that would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired; and
5. unless previously renewed, revoked or varied, this authority shall expire on 30 June 2025 or if earlier, at the conclusion of the next annual general meeting of the Company to be held in 2025.

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Explanation:

This resolution will give the Company authority to purchase its own shares in the market up to a limit of approximately 10% of its issued ordinary share capital (excluding treasury shares) as at 3 June 2024, the latest practicable date prior to the publication of the notice of the Annual General Meeting. The maximum and minimum prices are stated in the resolution. The Company's directors have no present intention of exercising the authority to purchase ordinary shares but will keep the matter under review. The Company's directors would only purchase ordinary shares if, in their opinion, the expected effect would be to result in an increase in earnings per ordinary share and would benefit shareholders generally. In the event that shares are purchased, they would either be cancelled (and the number of shares in issue would be reduced accordingly) or, in accordance with the 2006 Act, be retained as treasury shares. The Company may consider holding repurchased shares pursuant to the authority conferred by this resolution as treasury shares. This gives the Company the ability to transfer treasury shares quickly and cost effectively and would provide the Company with additional flexibility in the management of its capital base.

Documents

The following documents, which are ordinarily available for inspection during business hours at the registered office of the Company on any weekday (public holidays excluded):

1. the register of interests of directors (and their families) in the share capital of the Company;
2. copies of all service contracts and letters of appointment (including indemnities) between the directors and the Company; and
3. printed copies of this Notice and the documentation made available to shareholders using electronic communication, including the Report and Accounts for the period ended 31 December 2023.

Your directors believe that the proposals in resolutions 1 to 8 are in the best interests of both the Company and its shareholders. Accordingly, the directors unanimously recommend that you vote in favour of all these resolutions, as they intend to do in respect of their own beneficial holdings.

By order of the Board

Robert Smith

Chief Financial Officer and Company Secretary

Chapel Down Winery, Small Hythe, Tenterden, Kent TN30 7NG

4 May 2024

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Shareholder Information

Notes:

Entitlement to attend and vote

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders registered in the register of members of the Company as at close of business on 31 May 2024 or, if this meeting is adjourned, at close of business on the day two days prior to the adjourned meeting shall be entitled to attend and vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after close of business on 31 May 2024 or, if this meeting is adjourned, at close of business on the day two days prior to the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at this Annual General Meeting.

Appointment of proxies

1. Ordinarily, a shareholder entitled to attend and vote at this Annual General Meeting is entitled to appoint one or more proxies to exercise all or any of his/her rights to attend, speak and vote at the Annual General Meeting. You can only appoint a proxy using the procedures set out in these notes. You will not receive a hard copy proxy form for the AGM in the post. Instead, you may vote electronically via the Link Investor Centre. Link Investor Centre is a free app for smartphone and tablet provided by Link Group (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Link Investor Centre via a web browser at:https://investorcentre.linkgroup.co.uk/Login/Login

To be effective, the proxy vote must be submitted via the Link Investor Centre so as to have been received by the Company's registrars not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it.

Any power of attorney or other authority under which the proxy is submitted must be returned to the Company's Registrars, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. If a paper form of proxy is requested from the registrar, it should be completed and returned to Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL to be received not less than 48 hours before the time of the meeting.

If you need help with voting online, or require a paper proxy form, please contact our Registrar, Link Group by email at [e-mail], or you may call Link on 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00am-5.30pm, Monday to Friday excluding public holidays in England and Wales.

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1. Ordinarily, a proxy does not need to be a shareholder of the Company but must attend the Annual General Meeting to represent you. Details of how to appoint the Chairman of the Annual General Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Annual General Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
2. Ordinarily, but subject to Note 3, a shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. To appoint more than one proxy you may photocopy the proxy form. Please indicate the proxyholders' name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). A failure to specify the number of shares each proxy appointment relates to or specifying a number in excess of those held by you may result in the appointment being invalid.
3. 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 Annual General Meeting.
4. The notes to the proxy form explain how to direct your proxy, how to vote on each resolution or how to withhold their vote.
5. To appoint a proxy using the proxy form, the form must be:
6. • completed and signed;
   • sent or delivered to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL; and
   • received by Link Group no later than 9.00am on 31 May 2024 or 48 hours before any adjournment of the Annual General Meeting.

In the case of a shareholder which is a company, the 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.

The original of any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy via CREST

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the 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(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

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In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrars (ID: RA10) no later than 9.00am on Friday, 31 May 2024. 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 issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International 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(s), to procure that his CREST sponsor or voting service provider(s) take(s)) 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 sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com).

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 (as amended).

Appointment of proxy by joint shareholders

1. 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).

Changing proxy instructions

1. To change your proxy instructions simply submit a new proxy form using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut- off time will be disregarded.
   Where you have appointed a proxy using the proxy form and would like to change the instructions using another proxy form, please contact Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL. 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.

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