Judges Scientific : Click here for the Notice of the Annual General Meeting on Wednesday 26 May 2021

Notice of Annual General Meeting

Notice is hereby given that the eighteenth Annual General Meeting of Judges Scientific plc (the "Company") will be held at St John's Wood, London on Wednesday 26th May 2021 at 12.00 noon for the purpose of dealing with the following business, of which items 9, 10 and 11 are special business.

Given the Government's current restrictions on public gatherings in place on the date of this notice it will not be possible for shareholders to attend in person.

Shareholders, therefore, are urged to vote on the resolutions contained in this notice by proxy in accordance with the Form of Proxy which is enclosed herewith for your use (also see the notes below).

We strongly encourage shareholders to vote online via www.signalshares.comby logging on, selecting the "Proxy Voting" link and following the instructions given.

If you have not previously registered for electronic communications, you will first be asked to register as a new user, for which you will require your investor code (which can be found on your share certificate).

If you need help with voting by proxy online, please contact our registrars, Link Group, on 0371 664 0300 if calling from the UK or [phone] if calling from outside the UK.

Facilitated by the Company, the meeting will be convened with the minimum necessary quorum of two shareholders. David Cicurel, the Chief Executive Officer of the Company, will chair the meeting.

His beneficial and non-beneficial holdings in the Company totalled 759,458 shares at 31 December 2020. The Company will publish the results of the voting immediately after the Annual General Meeting.

The Company will also, before the meeting, produce a podcast in which David Cicurel will answer questions submitted to the Company in writing by shareholders no later than close of business on 18th May 2021.

Shareholders who wish to submit a question should email [e-mail] their name and shareholding. We cannot guarantee all questions will be able to be answered during this podcast.

The podcast will subsequently be uploaded onto the Company's website www.judges.uk.comon 20th May 2021.

Ordinary business

1. To receive and, if approved, adopt the audited financial statements of the Company for the year ended 31 December 2020 and the reports of the Directors and auditor thereon.
2. To approve both the Remuneration Policy and the Remuneration Report (other than the part containing the Remuneration Policy) as respectively set out within the Annual Report and Accounts 2020.
3. To re-appoint Hon. Alexander Hambro, who retires by rotation, as a Director.
4. To re-appoint Bradley Ormsby, who retires by rotation, as a Director.
5. To re-appoint Mark Lavelle, who retires by rotation, as a Director.
6. To re-appoint Lushani Kodituwakku, who was appointed by the Board on 23rd September 2020, as a Director.
7. To approve a final dividend of 38.5 pence per Ordinary share.
8. To re-appoint Grant Thornton UK LLP as auditor to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which financial statements are laid before the Company and to authorise the Directors to fix the remuneration of the auditor for the year ending 31 December 2021.

Special business

To consider and, if thought fit, to pass the following resolutions, as to the resolution numbered 9 as an ordinary resolution and as to the resolutions numbered 10 and 11 as special resolutions:

Ordinary resolution

9. That the Directors of the Company be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") 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 a maximum aggregate nominal amount of £104,986 provided that this authority unless renewed shall expire at the close of the next Annual General Meeting of the Company, save that the Company may before such expiry make any offer, agreement or other arrangement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors of the Company may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer, agreement or other arrangement as if the authority conferred hereby had not expired, this authority to replace any previous authority which is hereby revoked with immediate effect.

Special resolutions

10. That:

1. subject to and conditional upon the passing of resolution 9 above, the Directors of the Company be and are hereby empowered pursuant to section 570 of the Act to allot equity securities (as defined for the purposes of section 560 of the Act) for cash, pursuant to the authority granted by resolution 9 above, as if section 561(1) of the Act did not apply to any such allotment, provided that such power shall be limited to:
2. 1. the allotment of equity securities in connection with a relevant rights issue or open offer in favour of Ordinary shareholders where the equity securities attributable to the respective interests of all Ordinary shareholders are proportionate to the respective numbers of Ordinary shares held by them on the record date for such allotment, but subject to such exclusions as the Directors may deem fit to deal with fractional entitlements or impediments arising under the laws of any overseas territory or the requirements of any recognised regulatory body or stock exchange; and

Judges Scientific plc

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Notice of Annual General Meeting 2021

Notice of Annual General Meeting continued

1. 1. the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities for cash up to an aggregate nominal amount of £31,496 and, unless previously renewed, revoked or varied, such power shall expire at the close of the next Annual General Meeting of the Company, save that the Company may before such expiry make any offer, agreement or other arrangement which would or might require equity securities to be allotted after such expiry and the Directors of the Company may allot equity securities in pursuance of such offer, agreement or other arrangement as if the power conferred hereby had not expired; and
2. for the purposes of this resolution:
3. 1. "relevant rights issue" means an offer of equity securities open for acceptance for a period fixed by the Directors of the Company to holders on the register on a fixed record date of Ordinary shares in the Company in proportion (or as nearly as may be practicable) to their respective holdings but subject in any case to such exclusions or other arrangements as the Directors of the Company may deem necessary or desirable to deal with fractional entitlements or legal or practical impediments under the laws of any overseas territory or the requirements of any recognised regulatory body or stock exchange; and

1. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares, which may be allotted pursuant to such rights.

11. That the Company be and is hereby generally and unconditionally authorised for the purpose of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary shares of 5 pence each in the capital of the Company on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

1. the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 629,916 (representing approximately 10% of the Company's issued share capital as at 31 December 2020;
2. the minimum price which may be paid for such shares is the nominal value of 5 pence per Ordinary share (exclusive of expenses);
3. unless the Company makes market purchases of its own Ordinary shares by way of a tender or partial offer made to all holders of Ordinary shares on the same terms, the maximum price (exclusive of expenses) which may be paid for an Ordinary share shall not be more than 5% above the average of the market values for an Ordinary share as derived from the AIM Appendix to the London Stock Exchange Official List for the five business days immediately preceding the date on which the Ordinary share is purchased;
4. unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company to be held in 2022 or 15 months from the date of passing of this resolution, whichever shall be the earlier; and
5. the Company may validly make a contract or contracts to purchase Ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Ordinary shares in pursuance of any such contract or contracts.

By Order of the Board

Glynn Reece	Registered office:
Company Secretary	52c Borough High Street
26 April 2021	London
	SE1 1XN

Notes:

1. A member entitled to attend, speak and vote at the meeting, when legally permitted, convened by the Notice set out above is entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. A proxy need not be a member of the Company. A Form of Proxy is enclosed for your use. Please carefully read the instructions on how to complete the form.
2. To be valid, the instrument appointing a proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority, must be deposited with our registrar Link Group, PXS1 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or at the registered office of the Company not less than 48 weekday hours before the time fixed for holding the meeting or any adjournment thereof, or sent:
3. • via www.signalshares.comby logging on, selecting the "Proxy Voting" link and following the instructions given. If you have not previously registered for electronic communications, you will first be asked to register as a new user, for which you will require your investor code (which can be found on your share certificate);
   • in hard copy form by post, by courier or by hand to the company's registrars, Link Group, PXS1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or
   • if your shares are held electronically via CREST, the proxy appointment may be lodged using the CREST Proxy Voting Services in accordance with the procedures set out in the CREST manual.
4. To appoint more than one proxy you may photocopy the Form of Proxy. Please indicate the proxy holder's name and the number of shares in relation to which he/she is authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
5. The completion and return of a Form of Proxy will not preclude a member of the Company from subsequently attending and voting in person at the meeting when legally permitted should he/she so wish. If you appoint a proxy and attend the meeting in person when legally permitted, your proxy appointment will automatically be terminated.
6. Pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001, only those members registered in the Register of Members of the Company as at close of business on 24 May 2021 (being not more than 48 weekday hours prior to the time fixed for the Meeting) or, if the Meeting is adjourned, such time being not more than 48 weekday hours prior to the time fixed for the adjourned meeting are entitled when legally permitted to attend or vote at the meeting in respect of the number of Ordinary shares registered in their name at that time. Changes to entries in the Register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
7. In the case of joint-holders the vote of the first-named holder on the Register of Members (whether voting in person or proxy) will be accepted to the exclusion of the votes of the other joint holders.
8. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the Chairman of the meeting as its corporate representative to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representatives in accordance with those directions; or (ii) 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.

2 Judges Scientific plc 

Notice of Annual General Meeting 2021