Notice of
Annual General meeting
DAVICTUS PLC
(Incorporated and registered in
Jersey with registered Company Number: 117716)
NOTICE IS HEREBY GIVEN that the
Annual General Meeting of the shareholders of DAVICTUS PLC (the
"Company") will be held at 9A, First Floor, Jalan SS15/2A, Subang
Jaya, 47400 Selangor Darul Ehsan, Malaysia on the 16th August 2024 at 4.00 p.m. Malaysian Time
(GMT), to propose the resolutions set out below.
Copies of the Company's Audited Financial Statements, together with the
Reports of the Directors and the Auditor, for the year ended 31
December 2023 can be obtained at the "Investor Relations" tab of
the Company's website, www.davictus.co.uk.
ORDINARY RESOLUTIONS:
As ordinary business to consider
and, if thought fit, to pass the following resolutions, each of
which will be proposed as an ordinary resolution:
1.
That the Company's Audited Financial Statements, together with the
Reports of the Directors and the Auditor, for the year ended 31
December 2023 be received, considered and approved;
2.
That Abd Hadi bin Abd Majid, who shall retire from the board by
rotation, be re-appointed as a director of the Company;
3.
That Robert Logan Pincock, who shall retire from the board by
rotation, be re-appointed as a director of the Company;
4.
That Maurice James Malcolm Groat, who shall retire from the board
by rotation, be re-appointed as a director of the
Company;
5.
That Johnsons Financial Management Limited be
re-appointed as auditor of the Company to hold office from the
conclusion of this meeting until the conclusion of the next Annual
General Meeting at which accounts are laid before the
Company;
6.
That the Directors be authorised to determine the remuneration of
the auditor;
7.
THAT the Directors be and are hereby generally and unconditionally
authorised to exercise all of the powers of the Company to allot
Relevant Securities (as such capitalized term is defined in the
articles of association of the Company (the "Articles") on such terms and to such
persons as the directors may determine in their absolute discretion
from time to time and to undertake all such acts as may be
necessary or desirable for the allotment of such Relevant
Securities PROVIDED THAT;
a) A maximum
number of 1,335,000 ordinary shares (representing 10% of the share
capital of the Company as at the date of this notice) may only be
allotted pursuant to this resolution;
b) Such
authority to expire on the earlier date of the next Annual General
Meeting of the Company or the date occurring 15 months from the
passing of this resolution, save that the expiry of this authority
shall not affect the allotment of Relevant Securities after the
expiry of this authority where such allotment is made pursuant to
an offer or agreement pursuant to this authority; and
8.
THAT in addition to any authority pursuant to Resolution 7 above
the Directors be and are hereby generally and unconditionally
authorised pursuant to article 25.2 of the Articles, to exercise
all of the powers of the Company to allot Relevant Securities for
cash (as defined in article 1.1 of the Articles) such power being
limited to the allotment or sale in relation to rights issues and
otherwise in such number to such persons and on such terms as the
directors may determine in their absolute discretion from time to
time, up to a maximum number of 1,335,000 ordinary shares
(representing 10% of the issued share capital of the Company) and
to undertake all such acts as may be necessary or desirable for the
allotment of such Relevant Securities (as defined in article 1.1 of
the Articles) such authority to expire on the earlier date of the
next Annual General Meeting of the Company or the date occurring 15
months from the passing of this resolution, save that the expiry of
this authority shall not affect the allotment of Relevant
Securities after the expiry of this authority where such allotment
is made pursuant to an offer or agreement made pursuant to this
authority.
SPECIAL RESOLUTIONS:
As special business to consider and,
if thought fit, to pass the following resolutions which are
proposed as special resolutions.
9.
THAT the Directors be and are hereby generally and unconditionally
empowered, pursuant to article 26.8
of the Articles, to allot Equity Securities (as
defined in article 1.1 of the Articles) pursuant to the authority
conferred by resolutions 7 and 8 above, as if article 26.1 of the
Articles did not apply to such allotment, provided that this power
shall be limited to the allotment of Equity Securities:
a) in connection with an offer
by way of a rights issue to holders of shares in the Company in
proportion (as nearly as may be practicable) to their respective
holdings, but subject to such exclusions or other arrangements as
the directors may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates, legal or
practical problems in or under the laws of any territory or the
requirements of any regulatory body or stock exchange;
b) pursuant to any authority
granted pursuant to Resolution 7 above
c) otherwise than pursuant to
sub- paragraph (a) and (b) up to an aggregate number of 1,335,000
ordinary shares;
and shall expire on the earlier of
the date of the next Annual General Meeting of the Company and the
date occurring 15 months from the passing of this resolution, 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 power expires and the Directors may allot
Equity Securities in pursuance of such offer or agreement
notwithstanding that the power conferred by this resolution has
expired.
BY ORDER OF THE BOARD
For and on behalf of
JTC (Jersey) Limited
as Company Secretary
28 Esplanade
St Helier, Jersey, JE2
3QA
Channel Islands
9 July 2024
NOTES:
1.
As a member of the Company you are entitled to appoint a proxy to
exercise all or any of your rights to attend, speak and vote on
your behalf at a general meeting of the Company.
2.
A proxy does not need to be a member of the Company but must attend
the meeting to represent you. To appoint as your proxy a person
other than the Chairman of the meeting, insert their full name in
the box on your proxy form. If you sign and return your proxy form
with no name inserted in the box, the Chairman of the meeting will
be deemed to be your proxy. Where you appoint as your proxy someone
other than the Chairman, you are responsible for ensuring that they
attend the meeting and are aware of your voting intentions. If you
wish your proxy to make any comments on your behalf, you will need
to appoint someone other than the Chairman and give them the
relevant instructions directly.
3.
You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. In the
event of a conflict between a blank proxy form and a proxy form
which states the number of shares to which it applies, the specific
proxy form shall be counted first, regardless of whether it was
sent or received before or after the blank proxy form, and any
remaining shares in respect of which you are the registered holder
will be apportioned to the blank proxy form. You may not appoint
more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy you must complete a separate Form of
Proxy for each proxy or, if appointing multiple proxies
electronically, follow the instructions given on the relevant
electronic facility. Members can copy their original Form of Proxy,
or additional Forms of Proxy can be obtained from
Computershare Investor Services (Jersey) Limited,
c/o The Pavilions, Bridgewater Road, Bristol, BS99 6ZY or Company's
website (www.davictus.co.uk)
4.
The return of a completed proxy form, other such instrument or any
CREST proxy instruction (as described in note 13 below) does not
preclude you from attending the meeting and voting in person. If
you have appointed a proxy and attend the meeting in person, your
proxy appointment will automatically be terminated.
5.
To direct your proxy how to vote on the resolutions mark the
appropriate box on your proxy form with an 'X'. To abstain from
voting on a resolution, select the relevant "Vote withheld" box. 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 meeting.
6.
To be valid any proxy form or other instrument appointing a proxy
must be:
6.1
completed and signed;
6.2
sent or delivered to Computershare Investor
Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road,
Bristol, BS99 6ZY;
6.3
received by Computershare Investor Services
(Jersey) Limited no later than 4.00 p.m.
(BST), on 14 August 2024
6.4
received in electronic form via email at agm2024@davictus.co.uk
no later than 4.00 p.m. (BST), on 14 August
2024
7.
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).
8.
In the case of a member which is a company, your proxy form must be
executed under its common seal or signed on its behalf by a duly
authorised officer of the Company or an attorney for the
Company.
9.
Any power of attorney or any other authority under which your proxy
form is signed (or a duly certified copy of such power or
authority) must be included with your proxy form.
10.
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.
11.
You may not use any electronic address provided in your proxy form
to communicate with the Company for any purposes other than those
expressly stated.
12.
The issued share capital of the Company consists of 13,350,000
ordinary shares, carrying, on a poll vote, one vote each.
Therefore, the total number of voting rights of the Company on a
poll vote is 13,350,000
13.
CREST members who wish to appoint
a proxy or proxies through the CREST electronic proxy appointment
service may do so for the Annual General 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 should refer to their CREST sponsors or voting
service provider(s), who will be able to take the appropriate
action on their behalf.
In order for a proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message (a
CREST Proxy Instruction)
must be properly authenticated in accordance with Euroclear UK
& Ireland Limited's specifications and must contain the
information required for such instructions, as described in the
CREST Manual. The message must be transmitted so as to be received
by the Company's agent, Computershare Investor Services (Jersey)
Limited (CREST Participant ID: 3RA50), no later than 48 hours,
excluding any day that is not a business day, before the time
appointed for the meeting. 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 Company's agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsor or voting
service provider should note that Euroclear UK & Ireland
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, to procure that his CREST sponsor or voting service
provider takes) 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 sponsor or voting service provider are
referred in particular to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
14.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in article 34 of the Companies
(Uncertificated Securities) (Jersey) Order 1999.
15.
Only those members entered on the register of members of the
Company by the close of business in Jersey on 14 August 2024 or, in
the event that this meeting is adjourned, in the register of
members as at the close of business in Jersey on the day two days
before the date of any adjourned meeting, shall be entitled to
attend and vote at the meeting in respect of the number of ordinary
shares registered in their names at that time. Changes to the
entries on the register of members after the close of business in
Jersey on 14 August 2024 or, in the event that this meeting is
adjourned, in the register of members before the close of business
on the day two days before the date of the adjourned meeting, shall
be disregarded in determining the rights of any person to attend or
vote at the meeting.
16.
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.
17.
Any member attending the meeting has the right to ask questions.
The Company has to answer any questions raised by members at the
meeting which relate to the business being dealt with at the
meeting unless:
17.1
to do so would interfere unduly with the preparation for the
meeting or involve the disclosure of confidential or 'inside'
information;
17.2
the answer has already been given on a website in the form of an
answer to a question; or
17.3
it is undesirable in the interests of the Company or the good order
of the meeting to answer the question.
18.
Any shareholder may individually rescind their approval of the
Company sending notices or other documentation to them by
electronic means by notice in writing to the Company at 28
Esplanade, St Helier, Jersey, JE2 3QA.
For More information:
daVictus plc
Robert
Pincock
+603 5613 3388
Robert@davictus.co.uk
About Davictus
Davictus PLC has been formed to undertake one or more
Acquisitions of businesses (either shares or assets) which operate
in or own Australian, European and/or North American ("Western")
F&B eatery Franchises in South East Asia and/or the Far East.
The Company intends to focus on premium franchises which own
established Western F&B eatery businesses for which it believes
there will be local appeal. These businesses will be premium brands
that operate eat-in destination restaurants offering adifferentiated
in dining experience.
http://www.rns-pdf.londonstockexchange.com/rns/7036V_1-2024-7-9.pdf
http://www.rns-pdf.londonstockexchange.com/rns/7036V_2-2024-7-9.pdf