Oryx International Growth Fund : 263997 Oryx International - Notice of AGM (WEB).pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares please send this document and the accompanying Annual Report, as soon as possible, to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The distribution of this document and any accompanying documents into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdiction.

Oryx International Growth Fund Limited

(an authorised closed-ended investment company incorporated in Guernsey with registered number 28917)

Notice of Annual General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Board of Oryx International Growth Fund Limited in which the Directors recommend how you should vote in relation to each of the Resolutions to be proposed at the Annual General Meeting referred to below.

Notice of the Annual General Meeting of Oryx International Growth Fund Limited to be held at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey GY1 1WA on 18 August 2022 at 10:00 BST is set out at the end of this document.

A Form of Proxy for use by all holders of Shares (each a "Shareholder") at the Annual General Meeting is enclosed with this document. To be valid, the accompanying Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon to Link Group, by hand (during normal business hours only) or by post, to Link Group, PXS, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 10:00 BST on 16 August 2022. If you hold Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's registrars, Link Group (under CREST participant ID RA10) so that it is received by no later than 10:00 BST on 16 August 2022.

In light of the restrictions on travel and public gatherings as a result of the present outbreak of COVID-19, you are strongly encouraged to exercise your voting rights by completing and submitting the Form of Proxy, where possible, in order to avoid the need to attend the Annual General Meeting in person. If you do wish to attend the Annual General Meeting in person, please inform the Company's registrar at the address given above as soon as possible so that appropriate safety arrangements can be put in place for attendees.

Oryx International Growth Fund Limited

(an authorised closed-ended investment company incorporated in Guernsey with registered number 28917)

Non-Executive Directors:	Registered and Head Office
Nigel Cayzer (Chairman)	BNP Paribas House
Sidney Cabessa	St Julian's Avenue
Walid Chatila	St Peter Port
Rupert Evans	Guernsey
John Grace	GY1 1WA
Christopher Mills
John Radziwill
	15 July 2022
Dear Shareholder,

Notice of Annual General Meeting ("AGM")

1. Introduction

The purpose of this document is to provide you with details of the Resolutions to be proposed at the AGM of Oryx International Growth Fund Limited ("the Company") to be held on 18 August 2022 at 10:00 BST and convened by the formal Notice of AGM set out at the end of this document.

On 7 July 2022, the Company announced its final results for the year ended 31 March 2022. A copy of the 2022 Annual Report and Financial Statements ("Annual Report") is available on the Company's website (https://www.oryxinternationalgrowthfund.co.uk/resultsreports).

2. Explanation of the Resolutions

1. Resolution 1 - Receipt of Annual Report
   The Directors are required to lay before the AGM the Company's Annual Report and the Directors' Report and Auditor's Report in respect of the year ended 31 March 2022.
2. Resolutions 2 to 8 - Re-election of Directors
   Having served for more than nine years as non-executive Directors, Mr Nigel Cayzer, Mr Walid Chatila, Mr Rupert Evans, Mr John Grace, and Mr John Radziwill are retiring in accordance with the UK Corporate Governance Code and, being eligible, seek re-election to the Board.
   In accordance with Listing Rule 15.2.13A, which requires directors of any company in the same group as the Investment Manager to be subject to annual re-election, Mr Sidney Cabessa and Mr Christopher Mills being directors of companies in the same group as the Investment Manager, are retiring and being eligible, seek re-election to the Board.
   The Board continues to believe that Mr Cayzer, Mr Chatila, Mr Evans, Mr Grace, and Mr Radziwill are independent and that all the Directors standing for re-election make an effective and valuable contribution to the Board.
   Biographical details for each of the Directors are shown in the Corporate Governance Report in the Annual Report.
3. Resolution 9 - Appointment and remuneration of the auditor
   The Company is required to appoint an auditor at each general meeting at which accounts are laid before the Company. The appointed auditor is to hold office until the next such meeting. Under the authority granted them at the 2021 AGM, the Directors appointed RSM CI (Audit) Limited as the Company's auditor and following the recommendation of the Company's audit committee, the Directors recommend that RSM CI (Audit) Limited be reappointed as auditor to the Company and that the Directors be authorised to determine their remuneration.

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2.4 Resolution 10 - Repurchase of the Company's Ordinary Shares

Resolution 10 seeks to renew the Company's authority to buy back its Ordinary Shares. The authority under this resolution is limited to the purchase of a maximum of 10 per cent. of the aggregate number of Ordinary Shares in issue immediately following the passing of this resolution.

This authority will expire upon the date of the next AGM of the Company or, if earlier, on the expiry of 18 months from the passing of the resolution, unless previously renewed, varied or revoked by the Company in general meeting. As at the date of this Circular, the Directors have no present intention to exercise the authority to be granted pursuant to this resolution.

3. Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use in connection with the AGM. In light of the present outbreak of COVID-19, Shareholders are strongly encouraged to exercise their votes using the Form of Proxy, where possible, in order to avoid the need for attendance at a physical gathering. If you do wish to attend the Annual General Meeting in person, please inform the Company's registrar as soon as possible so that appropriate safety arrangements can be put in place for attendees.

The return of the completed Form of Proxy or CREST Proxy Instruction will not affect your right as a Shareholder to attend the AGM and vote in person if you wish to do so.

4. Recommendation

The Directors consider all Resolutions to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all resolutions to be proposed at the AGM, as they intend to do in respect of their own personal beneficial shareholdings which they can vote.

Yours faithfully

Nigel Cayzer

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NOTICE OF ANNUAL GENERAL MEETING

Oryx International Growth Fund Limited

(an authorised closed-ended investment company incorporated in Guernsey with registered number 28917)

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Oryx International Growth Fund Limited (the "Company") will be held at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey GY1 1WA at 10:00 BST on 18 August 2022 for the purpose of considering the following resolutions:

Ordinary business:

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. To receive the Annual Report and Financial Statements and the reports of the Directors and auditor for the year ended 31 March 2022.
2. To re-elect Mr Nigel Cayzer as a Director of the Company.
3. To re-elect Mr Sidney Cabessa as a Director of the Company.
4. To re-elect Mr Walid Chatila as a Director of the Company.
5. To re-elect Mr Rupert Evans as a Director of the Company.
6. To re-elect Mr John Grace as a Director of the Company.
7. To re-elect Mr Christopher Mills as a Director of the Company.
8. To re-elect Mr John Radziwill as a Director of the Company.
9. To re-appoint RSM CI (Audit) Limited as the independent auditor of the Company to hold office until the conclusion of the next Annual General Meeting of the Company and to authorise the Directors to determine the remuneration of the independent auditor.

Special business:

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

10. THAT, in accordance with section 315 of the Companies (Guernsey) Law, 2008 as amended (the "Law"), the Company be and hereby is generally and unconditionally authorised to make one or more market acquisitions (as defined in section 316 of the Law) of ordinary shares of 50 pence each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the directors of the company may from time to time determine, provided that:

1. the maximum number of Ordinary Shares hereby authorised to be acquired does not exceed 10 per cent of the issued share capital of the Company at the date this resolution is passed;
2. the minimum price (exclusive of expenses) payable by the Company for each Ordinary Share is 50 pence and the maximum price payable by the Company for each Ordinary Share is not more than an amount equal to the higher of (a) 105 per cent. above the average of the closing price of the Company's Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (b) the higher of the price of the last independent trade and the highest current independent bid as stipulated by Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the UK version of the Market Abuse Regulation;
3. subject to paragraph (d), this authority shall expire (unless previously renewed or revoked) at the earlier of the conclusion of the next annual general meeting of the Company to be held in 2023 or on the date which is 18 months from the date of the passing of this resolution;

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1. notwithstanding paragraph (c), the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of this authority which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such contract after such expiry; and
2. the price payable for any Ordinary Shares so purchased may be paid by the Company to the fullest extent permitted by the Companies Law.

By order of the Board	Registered Office:
	BNP Paribas House
BNP Paribas Securities Services S.C.A., Guernsey Branch	St Julian's Avenue
Secretary	St Peter Port
Date: 15 July 2022	Guernsey GY1 1WA

Notes:

1. Resolutions 1 to 10 are proposed as ordinary resolutions. For each ordinary resolution to be passed, more than half of the votes cast (by proxy or in person) must be in favour of the resolution.
2. Every member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. A body corporate may appoint an authorised person to attend, speak and vote on its behalf. The instrument appointing a proxy must be lodged at Link Group, PXS, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL at least 48 hours before the commencement of the meeting.
3. All Shareholders have equal voting rights based on the number of Shares held. The total number of Shares (and, accordingly, voting rights) in the Company as at the date of this document is 14,052,125.
4. Where there are joint registered holders of any Share, the vote of the first-named of the joint holders who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority should be determined by the order in which the names stand in the register of members in respect of the joint holding.
5. A member may terminate a proxy's authority at any time before the commencement of the meeting. In order to revoke a proxy instruction, you will need to inform Link Group by sending a signed notice clearly stating your intention to revoke your proxy appointment to Link Group, PXS, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or a duly appointed attorney for the company. Any power of attorney or other authority under which the revocation notice is signed (or a duly certified copy of such power of authority) must be included with the revocation notice. The revocation notice must be received by Link Group no later than 10:00 a.m. on 16 August 2022. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
6. To change your proxy instructions, simply submit a new proxy appointment 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.
7. The quorum for the Annual General Meeting will be two or more Members holding 5 per cent. of more of the voting rights present in person or by proxy. In the event that a quorum is not present for the Annual General Meeting within 30 minutes of the time appointed for the Annual General Meeting, the Annual General Meeting shall stand adjourned to 10 a.m. 8 September 2022 at the offices of BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey GY1 1WA and no notice of adjourned meeting need be given.
8. CREST members who wish to appoint a proxy or proxies through the CREST proxy appointment service may do so for the Meeting (and any adjournment thereof) by following 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 sponsor or voting service provider, 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 ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it relates to the appointment of a proxy or to 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 Link Group (whose CREST ID is RA10) by 10:00a.m. on 16 August 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Group 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.

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