Smoove : 02-Sep-2022 - Notice of Annual General Meeting

SMOOVE PLC  |  2022 NOTICE OF ANNUAL GENERAL MEETING

	SMOOVE PLC
	(incorporated and registered in England and Wales with registered number 07466574)
	NOTICE OF ANNUAL GENERAL MEETING
Directors:	Registered Office:
Martin Rowland (Chair)	The Old Grammar School
Jesper With-Fogstrup	Church Road
Michael Cress	Thame
Elaine Bucknor	Oxfordshire
Oliver Scott	OX9 3AJ
2 September 2022

Dear Shareholders,

ANNUAL GENERAL MEETING

This letter contains information connected to the Company's annual general meeting, which is being convened at 2 p.m. on 27 September 2022 at The Old Grammar School, Church Road, Thame, Oxfordshire, OX9 3AJ to, amongst other things, consider and, if thought fit, pass Resolutions, as set out in full in the notice of annual general meeting which can be found at the end of this document.

Further detail on the resolutions to be proposed at the annual general meeting is below:

Resolution 1 - to receive and adopt the annual report and accounts

The receipt and consideration of the Company's annual financial statements and the audited accounts of the Company for the financial year ended 31 March 2022.

Resolutions 2 and 3 - re-appointment of directors

In accordance with the Company's articles of association, at each annual general meeting any Director who held office at the time of the two preceding annual general meetings and who did not retire at either of them or who has been appointed by the board since the last annual general meeting shall retire from office.

Both Michael Cress and myself have confirmed that we will stand for re-appointment.

Resolution 4 - re-election of auditors

In accordance with the Companies Act 2006 (the "Act"), the auditors of a public company must be appointed before the end of each meeting at which the Company's annual accounts are laid. The Directors are recommending that BDO LLP are re-appointed as the Company's independent auditors and that the Directors be authorised to fix their remuneration.

Resolution 5 - authority to allot shares

The Directors may allot shares and grant rights to subscribe for, or convert any security into, shares only if authorised to do so by the Company's shareholders. Resolution 5 will be proposed as an ordinary resolution to grant new authorities to allot shares and grant new authorities to allot shares and grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount of £86,495 (representing 21,623,758 ordinary shares of 0.4pence each), being approximately one third of the issued share capital as at 23 August 2022, the last practicable date prior to publication of this document (the "Latest Practicable Date").

In addition, the resolution seeks authority for the Directors to allot shares by way of a pre-emptive rights issue up to an aggregate nominal amount of £86,495, representing a further third of the current issued share capital of the Company.

SMOOVE PLC  |  2022 NOTICE OF ANNUAL GENERAL MEETING

Resolution 6 - disapplication of pre-emption rights on the issue of shares for cash

If shares are to be allotted using the authority under Resolution 5 and are to be paid for in cash, the Act requires that those equity securities are offered first to existing shareholders pro rata to their shareholding at that time, referred to as 'pre-emption rights'. The Directors require authorisation from the shareholders to allot equity securities otherwise than on a pre-emptive basis. Accordingly, Resolution 6 will be proposed as a special resolution to grant such power to the Directors, in respect of the issue of securities pursuant to the authority proposed under Resolution 5. The resolution enables the Directors to allot shares in exchange for cash on a non pre-emptive basis, but is limited to allotments of shares having an aggregate nominal value of up to £25,948 (representing 6,487,127 ordinary shares), being approximately 10 per cent. of the Company's issued share capital as at the Latest Practicable Date.

Resolutions 5 and 6 provide flexibility enabling the Directors to act in the shareholders' interests to allot securities (for example, in order to raise capital and make acquisitions), if necessary. The allotment of securities above these limits would require specific approval of the shareholders. Both resolutions are in line with institutional investor guidelines. The Directors have no present intention of exercising these authorities but wish to be empowered so that the Board can allot securities at short notice and without the need to hold a general meeting of the shareholders if the need arises.

Resolution 7 - on-market share buy-back

As announced on 22 August 2022, the Company is proposing a return of capital to shareholders via a tender offer of up to £5 million. Documentation to give effect to any such tender offer would be circulated to shareholders in due course, with the current intention that the tender offer would take place in October. As such Resolution 7 is being proposed to shareholders to enable the Company to undertake a tender offer.

Resolution 7 will be proposed as a special resolution for the authorisation of the Company to purchase its own shares in the market during the period until the next annual general meeting of the Company for up to 8,333,333 Ordinary Shares, representing approximately 13 per cent. of the issued ordinary share capital of the Company. The price payable shall not be less than 0.4 pence per share, being the nominal value of the shares, and for purchases effected by way of a tender offer the price payable shall not be more than 50 per cent. above the average of the middle market quotations for the Ordinary Shares as derived from the AIM Appendix to the London Stock Exchange's Daily Official List for the five business days immediately before a tender offer circular is posted. For any other purchase, the price payable shall not be more than the higher of (i) five per cent. above the average of the middle market quotations for the Ordinary Shares as derived from the AIM Appendix to the London Stock Exchange's Daily Official List for the five business days before the purchase is made, and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase was carried out.

Save to the extent purchased pursuant to the regulations concerning treasury shares any Ordinary Shares purchased in this way will be cancelled and the number of shares in issue will be accordingly reduced. The Company may hold in treasury any of its own Ordinary Shares that it purchases pursuant to the relevant regulations and the authority conferred by this resolution. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base. As

at the Latest Practicable Date, options to subscribe for a total of 3,315,258 Ordinary Shares were outstanding under the Company's employee share schemes representing 5 per cent. of the issued share capital of the Company (excluding treasury shares) at that date and 3 per cent. of the issued share capital of the Company (excluding treasury shares) if the authority sought by resolution 5 were to be exercised in full.

ACTION TO BE TAKEN

Annual General Meeting

Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon so as to be received as soon as possible and in any event by not later than 2 p.m. on Friday, 23 September 2022.

If the Board believes it has become necessary or appropriate to make alternative arrangements for the holding of the Annual General Meeting, it will ensure that Shareholders are given as much notice as possible. Any further information will be made available by an announcement through a Regulatory Information Service and through the Company's website .

Shareholders are requested to complete and return a Form of Proxy in accordance with the instructions thereon.

Yours faithfully

Martin Rowland

Chair

SMOOVE PLC  |  2022 NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

SMOOVE PLC

(incorporated and registered in England and Wales with company number

07466574 under the Companies Act 2006 (as amended))

Notice is hereby given that the annual general meeting (the "Meeting") of Smoove plc (the "Company") will be held on 27 September 2022 at 2 p.m. at The Old Grammar School, Church Road, Thame, Oxfordshire OX9 3AJ to consider and, if thought fit, approve the resolutions set out below, of which resolutions 1 to 5 will be proposed as ordinary resolutions and resolutions 6 and 7 will be proposed as special resolutions:

ORDINARY BUSINESS

1. To receive and adopt the Company's annual accounts for the year ended 31 March 2022, together with the Reports of the directors and of the auditors thereon.
2. To re-elect as a Director Martin Rowland, who retires in accordance with Article 115 of the Company's Articles of Association and offers himself for re-election.
3. To re-elect as a Director Michael Cress, who retires in accordance with Article 115 of the Company's Articles of Association and offers himself for re-election.
4. To re-appoint BDO LLP as auditors to the Company, to hold office until the end of the next general meeting at which accounts are laid before the Company and to authorise the directors to fix their remuneration.

SPECIAL BUSINESS

As special business, to consider and if thought fit pass the following resolutions (which, in respect of Resolution 5, will be proposed as an ordinary resolution and, in respect of Resolutions 6 and 7 as special resolutions).

5. THAT, the board be and it is hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (in substitution for any existing authority to allot shares):

1. 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 an aggregate nominal amount of £86,495; and further
2. to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the said Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of £86,495,

provided that such authority shall expire at the end of the next annual general meeting of the Company after the passing of this resolution (or, if earlier at the close of business on the date which is fifteen months after this date), save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

6. THAT, if resolution 5 as set out in the notice of this meeting is passed, the board be authorised pursuant to section 570 of the Companies

Act 2006 to allot equity securities (as defined in section 560 of the said Act) for cash under the general authority conferred by resolution 5 as set out in the notice of this meeting and be/or empowered pursuant to section 573 of the said Act to sell ordinary shares (as defined in section 560 of the said Act) held by the Company as treasury shares (as defined in section 724 of the said Act) for cash, as if section 561(1) of the said Act did not apply to such allotment or sale, such authority to be limited to the allotment of equity securities or the sale of treasury shares:

1. in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and
2. otherwise than under paragraph (i) above, up to a nominal amount of £25,948,

such authority to expire at the end of the next annual general meeting of the Company after the passing of this resolution (or, if earlier, at the close of business on the date which is fifteen months after this date) but in each case prior to its expiry, the Company may make offers or enter into agreements, which would or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires, and the board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

SMOOVE PLC  |  2022 NOTICE OF ANNUAL GENERAL MEETING

SPECIAL BUSINESS CONTINUED

7. THAT, the Company be generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to 8,333,333 Ordinary Shares of 0.4 pence each in the capital of the Company (being approximately 13 per cent. of the current issued ordinary share 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 amount paid for each share (exclusive of expenses) shall not be less than 0.4 pence per share;
2. where such purchase is to be effected:
3. 1. pursuant to tenders made in relation to any tender offer effected by (or on behalf of) the Company, the amount paid for each share (exclusive of expenses) shall not be more than 50 per cent. above the average of the middle market quotations for the Ordinary Shares as derived from the AIM Appendix to the London Stock Exchange's Daily Official List for the five business days before immediately preceding the date on which a circular is posted to Shareholders notifying them of the terms and conditions of the tender offer;
   2. otherwise than pursuant to tenders made in relation to any tender offer effected by (or on behalf of) the Company, the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) five per cent. above the average of the middle market quotations for the Ordinary Shares as derived from the AIM Appendix to the London Stock Exchange's Daily Official List for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and highest current independent bid as derived from the trading venue where the purchase was carried out; and
4. the authority herein contained shall expire at the end of the annual general meeting of the Company to be held in 2022 or on the date which is eighteen months from the date of passing this resolution, whichever is earlier, provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred hereby had not expired.

BY ORDER OF THE BOARD

Michael Cress	Registered Office:
The Old Grammar School
Secretary
Church Road, Thame
2 September 2022	Oxfordshire
	OX9 3AJ

NOTES

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting.
2. 1. 
      A member may appoint a proxy:
   2. in hard copy form (together with any power of attorney or other written authority under which it is signed or a copy of such authority notarially certified or certified in some other way by the Directors) by post, courier or by hand to the offices of the Company's registrars, Equiniti Limited, Aspect
      House, Spencer Road, Lancing BN99 6DA; or
   3. in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
3. A shareholder wishing to appoint a proxy should complete the accompanying form of proxy and return it to Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA. Alternatively, you may submit your proxy electronically by using the CREST proxy service. CREST members may appoint a proxy or proxies electronically via Equiniti (ID number RA19) in accordance with note 4 below.
4. To appoint more than one proxy, you may either photocopy the form of proxy accompanying this Notice or contact Equiniti on 0371 384 2030 (International callers: [phone]). Lines open 8.30 am to 5.30 pm, Monday to Friday (excluding public holidays in England and Wales). If more than one proxy appointment is returned in respect of the same shareholding, the proxy last received by Equiniti before the latest time for the receipt of proxies will take precedence. To be valid, any proxy form or other instrument appointing a proxy must be deposited with Equiniti or lodged via the CREST proxy service (in each case) no later than 2 p.m. on 23 September 2022.
5. CREST members who wish to appoint a proxy or proxies using the CREST electronic proxy appointment service may do so 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(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
6. In order for a proxy appointment 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 (EUI) 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 instructions given to
7. 1. previously appointed proxy must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19 ) by 2 p.m. on 23 September 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 Equiniti 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.

1. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that EUI 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(s), to procure that his CREST sponsor or voting service provider(s) take(s)) 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 sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
2. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
3. In the case of joint holdings, only one holder needs to sign the form of proxy. The vote of the senior holder who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, seniority for this purpose being determined by the order in which the names stand in the register of members in respect of joint holdings.
4. In accordance with Regulation 41 of the Uncertificated Securities Regulations
   2001, only those whose names are on the register of members of the Company at 6:30pm two days (excluding non-working days) before the meeting or any adjourned meeting, shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
5. 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.
6. As at 23 August 2022 (being the last business day prior to the publication of this Notice), the Company's issued share capital consisted of 64,871,276 ordinary shares, carrying one vote each. There were no shares held in treasury, therefore the total voting rights in the Company as at that date were 64,871,276.
7. Except as provided above, shareholders wishing to communicate with the Company in relation to the Annual General Meeting should write to the Company Secretary, Smoove plc, The Old Grammar School, Church Road, Thame, Oxfordshire, OX9 3AJ.
8. You may not use any electronic address provided either in this Notice or any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
9. The Company will publish the results of the Annual General Meeting via a regulatory announcement and on its website.