THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have recently sold or transferred all of your shares in Ecovista Plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
(Incorporated in England and Wales with Registered Number 05660908)
Louise Clare Stokely (Chairman)
Kenneth William Jones
To the Shareholders of Ecovista PLC
13 August 2018
ANNUAL GENERAL MEETING - 11.00 a.m. on 17th September 2018 at Manor of Groves Hotel, High Wych, Sawbridgeworth, Hertfordshire, CM21 0JU, United Kingdom.
I am pleased to enclose the notice of the Company's Annual General Meeting, to be held at 11.00 a.m. on 17th September 2018 at Manor of Groves Hotel, High Wych, Sawbridgeworth, Hertfordshire, CM21 0JU, United Kingdom.
The ordinary business of the Annual General Meeting will be to receive and adopt the accounts of the Company for the period 31st August 2016 to 31st August 2017, to re-appoint the auditors, and to re-elect directors.
The special business of the Annual General Meeting will be to receive authority to allot shares and to dis-apply pre-emption rights.
Resolution 4, will if passed, authorise the directors to issue shares or grant rights to subscribe for shares up to a maximum nominal amount of £34,862.82which represents the issue of 3,486,282,047.36ordinary shares with nominal value of 0.001p each ("Ordinary Shares") which represents approximately 64% of the Company's issued Ordinary Shares as at 9th August 2018.
Resolution 5, will, if passed, give the directors power, pursuant to the authority to allot shares (granted by resolution 4), to allot equity securities (as defined by section 560 of the Companies Act 2006) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings up to a maximum nominal amount of £34,862.82 .
The directors intend to make use of the resolutions to issue shares to continue to implement the Company's strategy.
As at close of business on 9th August 2018 the total number of Ordinary Shares in issue is 5,447,315,699 and the Company did not hold any treasury shares.
You will find set out at the end of this document a notice convening the AGM to be held at Manor of Groves Hotel, High Wych, Sawbridgeworth, Hertfordshire, CM21 0JU.
- ACTION TO BE TAKEN
A Form of Proxy is enclosed, for use at the AGM. Whether or not you intend to be present at the AGM, you are asked to complete, sign and return the Form of Proxy to the Company's registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, GU9 7DR, as soon as possible but in any event, so as to arrive no later than 11.00 a.m. on 13th September 2017. The completion and return of a Form of Proxy will not preclude you from attending the AGM and voting in person should you wish to do so. Accordingly, whether or not you intend to attend the AGM in person, you are urged to complete and return the Form of Proxy as soon as possible.
The Directors consider that the resolutions to be proposed at the AGM are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the resolutions to be proposed at the AGM.
(Incorporated in England and Wales with Registered Number 05660908)
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting ("Meeting") of Ecovista plc ("Company") will be held at Manor of Groves Hotel, High Wych, Sawbridgeworth, Hertfordshire, CM21 0JU United Kingdom on 17th September 2018 at 11am.
You will be asked to consider and vote on the resolutions below. Resolutions 1 to 4 will be proposed as ordinary resolutions and resolution 5 will be proposed as a special resolution.
- To receive and adopt the Annual Report and Accounts for the period 31 August 2016 to 31 August 2017 together with the directors' report and auditors' report on those accounts.
- To re-appoint Welbeck Associates as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which the accounts are laid before the members and to authorise the directors to fix their remuneration.
- To re-appoint as a Director Kenneth Jones, who retires in accordance with Article 103 of the Articles of Association of the Company.
- That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £34,862.82 such authority to apply in substitution for all previous authorities and to expire on the date which is earlier of the conclusion of the next annual general meeting of the Company or 15 months after the passing of this resolution unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.
- That, subject to the passing of resolution 4 above, the Directors be and are hereby empowered to allot equity securities (as defined in section 560(1) of the Act) wholly for cash pursuant to the authority given by resolution 4 above or where the allotment constitutes an allotment of equity securities by virtue of section 560(2) of the Act up to an aggregate nominal amount of £34,862.82 as if section 561(1) of the Act did not apply to any such allotment, such authority to expire on the date which is earlier of the conclusion of the next annual general meeting of the Company or 15 months after the passing of this resolution unless previously renewed, varied or revoked by the Company in general meeting, but in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require equity securities to be allotted after the authority ends.
For the purposes of this resolution:
(a) references to an allotment of equity securities shall include a sale of treasury shares; and
(b) 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.
By Order of the Board
Dated 13th August 2018