TIDMINFA
RNS Number : 9957K
Infrastrata PLC
08 January 2021
8 January 2021
InfraStrata plc
("InfraStrata" or the "Company")
Notice of Annual General Meeting
InfraStrata plc (AIM: INFA), the UK quoted company focused on
strategic infrastructure projects and physical asset lifecycle
management, announces that it has posted to shareholders a notice
(the "Notice") of the annual general meeting of the Company (the
"AGM"). The AGM will be held on Sunday, 31 January 2021 at 11.00
a.m. at Northern & Shell Building, 10 Lower Thames Street,
London EC3R 6AF.
Impact of COVID-19 on AGM arrangements
In light of the COVID-19 pandemic and the UK Government's
restrictions on public gatherings and non-essential travel, which
are in place at the time of issuing the Notice, the Company is
adopting the following AGM arrangements in order to ensure that the
health and safety of its shareholders, directors, employees and
other key stakeholders is protected:
The AGM will only address the formal matters contained in the
Notice.
In accordance with the Company's articles of association, the
quorum necessary to constitute the AGM is two members in person or
proxy; therefore, two members (being two director members) will be
in attendance in person at the venue to form the quorum and conduct
the business.
Attendance by additional shareholders is not considered as
'essential for work purposes' and so would not be permitted under
the current restrictions. Shareholders may not attend in person and
will be refused entry to the AGM given the current
restrictions.
All shareholders are urged to appoint the chairman of the AGM as
their proxy, with voting instructions. Please refer to the notes to
the Notice on page 7 (the "Notes") for more information regarding
proxy voting. It is emphasised that any forms of proxy being
returned via a postal service should be submitted as soon as
possible to allow for any delays to or suspensions of postal
services in the United Kingdom as a result of measures being
implemented by the UK Government.
In the event that the arrangements for the AGM change due to the
UK Government changing the current restrictions or implementing
further measures relating to the holding of general meetings prior
to the AGM (including the arrangements outlined above), the Company
will issue a further communication via a regulatory information
service and on its website at https://www.infrastrataplc.com/.
As usual, the results of the AGM will be announced as soon as
practicable after the AGM has taken place.
Shareholder engagement
The Board recognises the ongoing importance of communication
with shareholders at this time. Accordingly, the Company is
proposing to allow shareholders the opportunity to raise any issues
or concerns arising from the business proposed to be conducted at
the meeting. Appropriate questions on the business of the meeting
should be emailed to investor@infrastrataplc.com; please include a
shareholder reference number in any correspondence. Responses will
be posted on the Company's website on the morning of the AGM. The
Company will answer any such question relating to the business
being dealt with at the meeting but no such answer need be given if
(a) to do so would interfere unduly with the preparation for the
meeting or involve the disclosure of confidential information, (b)
the answer has already been given on a website in the form of an
answer to a question, or (c) it is undesirable in the interests of
the Company or the good order of the meeting that the question be
answered.
Business to be conducted at the annual general meeting and
annual report publication update
An explanation of the resolutions being proposed at the AGM is
set out at the end of the Notice.
Ordinarily at the AGM, the Company would (amongst other
business) lay its reports and accounts before shareholders and
appoint auditors (and authorise the Board to determine the
auditors' remuneration). However, the business at this year's AGM
will not include the consideration of resolutions dealing with the
reports and accounts and auditors. The reasons for this are set out
below.
The Company is required to hold an annual general meeting within
six months of its financial year end (31 July 2020) and so the
Company is holding the AGM before the end of January 2021.
The COVID-19 pandemic has led to a range of temporary measures
being put in place to assist companies with filing their annual
reports and accounts, with the Government recognising that current
circumstances have for many companies significantly affected their
timely filing. Pursuant to the Corporate Insolvency and Governance
Act 2020 and regulations made thereunder, the deadline for filing
accounts under the Companies Act 2006 has been extended such that,
for public companies with accounts and reports filing deadlines
that fall between 27 June 2020 and the end of the day on 5 April
2021, those companies now have nine months following the accounting
reference date to file accounts and lay them before members.
This extension has created a tension between the time within
which the annual general meeting is required to be held (six months
after the year-end) and the time within which the Company's reports
and accounts have to be filed (nine months after the year-end).
Whilst the Company does not intend to utilise this extension for
filing of its accounts, given the requirement of 21 clear days'
notice, the meeting for laying its reports and accounts before
shareholders and appoint auditors will not coincide with the AGM,
as has been the case in previous years. Therefore, a separate
meeting of shareholders is intended to be convened for 12 February
2021, at which meeting, the Company will lay its reports and
accounts before the shareholders and appoint auditors as well as
authorise the Board to determine the auditor's remuneration. It is
anticipated that the Company's annual report and accounts will be
published and sent to shareholders along with the relevant circular
in January 2021 giving required notice of at least 21 clear days
prior to the date of the meeting.
Finally, taking into account that at the general meeting of the
Company to be held on 13 January 2021 resolutions are being
proposed to refresh the authority of the directors to allot shares
and to dis-apply statutory pre-emption rights, the Board is not
proposing to seek authorities and powers at the AGM to allot and
issue further shares (or grant rights over shares) in the
Company.
This document is also available to view on the Company's website
at www.infrastrataplc.com
For further information, please visit www.infrastrataplc.com or
contact:
InfraStrata plc +44 (0)20 3900 2122
John Wood, Chief Executive media@infrastrataplc.com
Seena Shah, Interim Head of Marketing &
Communications
Cenkos Securities plc (Nominated Adviser
& Broker)
Stephen Keys & Callum Davidson (Corporate
Finance)
Michael Johnson (Sales) +44 (0)20 7397 8900
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