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Chairman’s letter to shareholders regarding Notice of Annual General Meeting
Annual General Meeting of Flexion Mobile Plc (“Company”) 2019
Please take notice that this year’s annual general meeting (“AGM”) will be held at 2.00 pm on Thursday 19 September 2019 at The Chelsea Harbour Hotel, Chelsea Harbour Drive, Fulham, London, SW10 0XG, UK. Full details of the meeting, location, business to be conducted and any resolutions to be proposed are set out fully in the notice of annual general meeting (“Notice”) enclosed.
The AGM is an opportunity for all shareholders to receive an overview of the financial performance of the Company during this year, vote on key resolutions and express their views to the board of the Company. If you are unable to attend the meeting, but have points that you would like to raise, please contact the Company’s Chief Financial Officer Niklas Koresaar on email firstname.lastname@example.org, so that you can request these to be considered.
Attending the meeting or vote by proxy
If you wish to attend the AGM, please remember to bring along a valid photographic form of ID or you may be refused entry to the meeting. However, please note that you may wish to appoint a proxy who can attend and vote on your behalf. Details of how you can appoint a proxy are set out in the notes to the Notice of Annual General Meeting and on the proxy form which will be sent to shareholders by post. If you have any queries that you would like to raise, please contact Niklas Koresaar at first instance.
If you wish to attend the AGM, we advise that you allow plenty of additional time to allow for security and bag checks at the venue.
Please note that shareholders who wish to attend or vote by proxy at the Annual General Meeting must be entered in the share register maintained by Euroclear Sweden on Tuesday 17 September 2019. Shareholders with nominee shares should temporarily re-register such shares in their own name in order to ensure that they appear on the Euroclear share register. In order for such re-registration to be completed on Tuesday 17 September 2019 shareholders should inform their nominee well before that day.
Method of voting
All resolutions put to shareholders will be decided by way of a poll. This will ensure that the votes of all shareholders, including those who cannot attend the meeting but submit a proxy form, are counted.
If you are unable to attend the AGM, please note that you have the right to sign and return the form of proxy (“Proxy Notice”) which will be send to shareholders by post. Please see the Proxy Notice for full details in respect of the appointment of proxies.
Please note the arrangements to appoint a proxy electronically as set out in the Proxy Notice and the notes to the Notice.
Future share issue
The Board of Directors are seeking a mandate to have the right to allot relevant securities for cash or non-cash considerations to enable the Company to capture growth related sales and consolidation opportunities and to strengthen of the Company’s balance sheet as part of a general growth strategy.
It has been determined by the Board of Directors that no dividend shall be declared and paid to the shareholders at this time, rather the intention is to seek capital growth in the value of the shares of the Company.
Annual Report for the year ending 31 March 2019
The annual report for the year ending 31 March 2019 has been attached to this press release and can also be found at www.flexionmobile.com/investor-relations/.
The Directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings in the capital of the Company.
- Notice of annual general meeting (“Notice”);
Notice of Annual General Meeting
FLEXION MOBILE PLC
Notice is hereby given that the 2019 annual general meeting ("AGM") of Flexion Mobile Plc ("Company") will be held at The Chelsea Harbour Hotel, Chelsea Harbour Drive, Fulham, London, SW10 0XG, UK on Thursday 19 September 2019 at 2.00 pm. You will be asked to consider and vote on the resolutions below. Of these resolutions, eight will be proposed as ordinary resolutions and one will be proposed as special resolution.
- TO receive and adopt the Company’s annual accounts for the financial year ended 31 March 2019, together with the Strategic Report, Reports of the Directors and Auditors thereon (the “Accounts”);
- TO re-appoint Grant Thornton UK LLP as the auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the directors to determine the auditors’ remuneration;
- TO re-elect Christopher Bergstresser as a Director;
- TO re-elect Claes Kalborg as a Director;
- TO re-elect Jens Lauritzson as a Director;
- TO re-elect Per Lauritzson as a Director;
- TO re-elect Carl Palmstierna as a Director;
- THAT, in accordance with section 551 of the CA 2006, the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined below) up to an aggregate nominal amount of GBP 16,000 provided that this authority shall be used for sales activities, corporate or business acquisitions, corporate or business investments, general corporate purposes or working capital purposes and unless previously renewed, varied or revoked by the Company, shall expire on 30 September 2020 or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the Directors may allot Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired;
In Resolutions 8, Relevant Securities means:
- shares in the Company, other than shares allotted pursuant to an employee share scheme (as defined in section 1166 of the CA 2006);
- a right to subscribe for shares in the Company where the grant of the right itself constitutes a Relevant Security; or
- a right to convert securities into shares in the Company where the grant of the right itself constitutes a Relevant Security; and
- any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined in section 1166 of the CA 2006). References to the allotment of Relevant Securities in this resolution include the grant of such rights.
- THAT, if Resolution 8 above is passed, the Directors be authorised to allot equity securities (as defined in the Companies Act 2006) for cash or payment in noncash consideration under the authority given by that Resolution as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that such authority shall:
- be limited to the allotment of equity securities up to an aggregate nominal amount of GBP 16,000; and
- expire on 30 September 2020 unless previously renewed, varied or revoked by the Company, save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired;
By order of the Board
15 August 2019
Notes to the notice of annual general meeting
1. Attending the meeting or vote by proxy
Shareholders who wish to attend or vote by proxy at the Annual General Meeting must be entered in the share register maintained by Euroclear Sweden on Tuesday 17 September 2019. Shareholders with nominee shares should temporarily re-register such shares in their own name in order to ensure that they appear on the Euroclear share register.
In order for such re-registration to be completed on Tuesday 17 September 2019 shareholders should inform their nominee well before that day.
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 at the meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form (which will be send to shareholders by post). If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you will need a separate proxy form in relation to each appointment. Please state clearly on each proxy form the number of shares in relation to which the proxy is appointed.
If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Computershare UK (“Computershare”) at the address in note 6 below.
If you do not give your proxy an indication of how to vote on any resolution, 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.
The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be completed and signed; and:
- sent or delivered to Computershare by post to Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol BS99 6ZY, UK;
- shareholders can vote online by visiting the following website: www.investorcentre.co.uk/eproxy;
- received by Computershare no later than 2.00 p.m. on Tuesday 17 September 2019; and
- please see point 1 above regarding re-registration of shares.
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
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).
3. Website giving information regarding the meeting
Information regarding the meeting can be found at:
4. Issued shares and total voting rights
As at 6.00pm on Wednesday 14 August, which is the latest practicable date before publication of this notice, the Company’s issued share capital comprised 41,132,958 ordinary shares of £0.002 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00pm on Wednesday 14th August is 41,132,958.
5. Questions at the meeting
Any member attending the meeting has the right to ask questions. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:
- answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information.
- the answer has already been given on a website in the form of an answer to a question.
- it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):
- email@example.com (Att: Niklas Koresaar)
You may not use any other electronic address provided either:
- in this notice of annual general meeting; or
- any related documents (including the chairman’s letter and proxy form),
to communicate with the Company for any purposes other than those expressly stated. Contact details for Computershare in order to ask for material or any other question:
Computershare Investor Services PLC
Address: The Pavilions, Bridgewater Road, Bristol BS99 6ZY, UK
Phone: +44 370 707 1093
7. Explanation of resolutions
There are nine resolutions (the “Resolutions”) to be proposed at the AGM. The Resolutions relate to the following:
Adoption of the Company’s Accounts (Resolution 1)
The Directors are required to lay before shareholders at the AGM the annual report and accounts for the year ended 31 March 2019. A copy of the annual report and accounts are available on the Company’s website at www.flexionmobile.com/investor-relations/.
Re-appointment of the Auditor and Auditor’s Remuneration (Resolution 2)
The shareholders are asked to approve the re-appointment of the auditors, Grant Thornton UK LLP, and agree that the Directors may approve their remuneration.
Re-election of Directors (Resolutions 3 to 7)
In accordance with the Company’s articles of association, at each annual general meeting of the Company every Director may offer himself for re-appointment by the members. Biographies of each of the individuals proposing to be re-appointed are available on the Company’s website at www.flexionmobile.com/investor-relations/.
Providing Directors with authority to allot shares (Resolution 8)
Resolutions 8 deal with the Directors' authority to allot Relevant Securities in accordance with section 551 of the CA 2006.
If passed, Resolution 8 will authorise the Directors to allot Relevant Securities up to a maximum nominal amount of GBP 16,000 which represents approximately 19% of the Company's issued ordinary shares as at 6.00pm on Wednesday 14 August (being the latest practicable date before publication of this notice).
The authorities granted by the Resolutions 8 will expire on 30 September 2020 or, if earlier, on the conclusion of next year’s annual general meeting.
The Directors may exercise their authorities under Resolutions 8 for sales activities, corporate or business acquisitions, corporate or business investments, general corporate purposes or working capital purposes to enable the Company to capture growth opportunities available in the market. The maximum aggregated amount of cash raised or payment in noncash considerations made under this resolution is not to exceed GBP 10.0 million.
Disapplying Pre-Emption Rights (Resolution 9)
Resolution 9 disapply the pre-emption rights provided by section 561 of the Companies Act 2006 on the allotment of equity securities.
If passed, Resolution 9 will disapply the pre-emption rights for the allotment authorised by Resolution 8 up to a maximum nominal amount of GBP 16,000 which represents approximately 19% of the Company's issued ordinary shares as at 6.00pm on Wednesday 14 August (being the latest practicable date before publication of this notice).
For more information
Niklas Koresaar CFO, Email: firstname.lastname@example.org. Tel: +44 207 351 5944
About Flexion Mobile Plc:
Flexion offers a distribution service for free-to-play Android games. Using the service developers can distribute their games in multiple channels like Amazon, Samsung and leading regional distribution channels in India, South Korea and Japan. These are channels that the developers are struggling to reach and support. At the core of Flexion's service is the patented enabling and enhancement software that converts developer’s existing Android games into specific game versions for the new stores without any work required by the developers. Flexion Mobile Plc is listed on Nasdaq First North, Shortname: FLEXM. Certified Adviser is FNCA Sweden AB, +46(0)8-528 00 399, email@example.com.