AGM Statement

RNS Number : 9246A

Amedeo Air Four Plus Limited

10 June 2016

 

10 June 2016

AMEDEO AIR FOUR PLUS LIMITED (THE "COMPANY")

ANNOUNCEMENT OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you are advised to consult your stockbroker, solicitor, accountant, or other professional adviser. If you have sold or otherwise transferred all your shares in Amedeo Air Four Plus Limited, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer for transmission to the person who now holds shares in Amedeo Air Four Plus Limited.

AMEDEO AIR FOUR PLUS LIMITED 

A Guernsey incorporated company.  Registration No.59675

Registered Office and place of business:- Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT TEL: [phone]  FAX: [phone]  E-mail: [e-mail]

10 June 2016

Dear Shareholder,

You will find set out on pages 2 to 4 of this document the Notice convening the Annual General Meeting of the Company (LSE:AA4, ISIN GG00BWC53H48) to be held at 10.30 a.m. on 8 July 2016 at Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT.

In accordance with The Companies (Guernsey) Law, 2008, as amended (the "Law") the first annual general meeting of a company must be held within 18 months of incorporation.  As the Company was incorporated on 16 January 2015, the first annual general meeting of the Company must be held by 16 July 2016.  The Law requires that this Notice be sent to shareholders now in order for the due notice period for the Annual General Meeting to be served.

In accordance with the Law, a copy of the most recent report and accounts of a company must be tabled at each annual general meeting.  At this Annual General Meeting we are proposing that shareholders receive the Annual Financial Report of the Company for the period ended 31 March 2016.

Under normal circumstances the report and accounts of the Company would accompany this Notice; however it is not possible for the Company to do so in this instance as the report and accounts have not yet been approved.  However it is expected that the report and accounts will have been approved on or around 27 June 2016 and these will be posted out to shareholders and made available on the Company's website www.aa4plus.com.

At the Annual General Meeting Mr Laurence Barron, a director of the Company, will retire in accordance with the provisions of the Company's Articles of Incorporation, and, being eligible, will offer himself for re-election. The biography of Mr Barron can be found on the Company's website.

A further explanation of the Ordinary Resolutions for consideration at the Annual General Meeting can be found on page 4 of this circular.

Yours faithfully,

Robin Hallam

Chairman

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING (the "AGM") of the voting Members of Amedeo Air Four Plus Limited (the "Company") will be held at Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT on 8 July 2016 at 10.30 a.m., to consider and, if thought fit, pass the below resolutions.

Ordinary Resolutions:

1.         To receive the Annual Financial Report for the period ended 31 March 2016.

2.         To appoint Deloitte LLP as Auditor to the Company, to hold office from the conclusion of the meeting until the conclusion of the next general meeting to be held in 2017 under section 199 of The  Companies (Guernsey) Law, 2008, as amended, and to authorise the directors to determine their remuneration.

3.         To re-elect as a director Mr Laurence Barron, who retires in accordance with the provisions of the Company's Articles of Incorporation.

BY ORDER OF THE BOARD                                                           Registered Office:

JTC (Guernsey) Limited                                                                      Ground Floor

Secretary                                                                                             Dorey Court                           

                                                                                                             Admiral Park

10 June 2016                                                                                       St Peter Port

                                                                                                             Guernsey                         

                                                                                                             GY1 2HT                          

Notes:

1.   A shareholder will only be entitled to attend and vote at this AGM if they are registered as holders of Shares as at 10.30 a.m. on 6 July 2016 or, if the AGM is adjourned, as at 48 hours before the time of any adjourned AGM. This record time is being set for the purpose of determining entitlements to attend and vote at shareholder meetings.

2.   A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to vote instead of them. A proxy need not be a member of the Company.  Completion and return of the form of proxy will not preclude members from attending or voting at the AGM if they so wish.

3.   More than one proxy may be appointed provided each proxy is appointed to exercise the rights attached to different shares.

4.   In accordance with the provisions of E.2.1 of the UK Code of Corporate Governance it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against each resolution.

5.   A Form of Proxy is enclosed for use at the AGM.  The Form of Proxy should be completed in accordance with the instructions set out therein and sent, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, so as to reach the Company's agent, for this purpose being, Anson Registrars Limited, PO Box 426, Anson House, Havilland Street, St Peter Port, Guernsey GY1 3WX not less than 48 hours before the time for holding the AGM. 

6.   If the AGM falls to be adjourned because it is not quorate, it will be adjourned to the same time and place seven days later or to such other day and/or time and/or place as the directors of the Company may determine, whereupon those shareholders then present in person, by their representative or by proxy, shall form the quorum. In the event of any such adjournment the Company will announce the adjournment via a regulatory information service but no other notification will be sent directly to shareholders.

7.   Where there are joint registered holders of any shares such persons shall not have the right of voting individually in respect of such shares but shall elect one of their number to represent them and to vote whether in person or by proxy in their name. In default of such election the person whose name stands first on the register of shareholders shall alone be entitled to vote. 

8.   On a poll votes may be given either personally or by proxy and a shareholder entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

9.   Any corporation which is a shareholder may by resolution of its board of directors or other governing body authorise such person as it thinks fit to act as its representative at the AGM. Any person so authorised shall be entitled to exercise on behalf of the corporation which he represents the same powers (other than to appoint a proxy) as that corporation could exercise if it were an individual shareholder.

10.  As at 8 June 2016 (the latest practicable date prior to the printing of this notice) the Company's issued share capital with voting rights consisted of 302,000,000 redeemable ordinary shares of no par value, all carrying one vote each per share.

11.  Copies of the following documents are available for inspection at the registered office of the Company during usual business hours on any weekday (weekends and public holidays excluded) and will be available for inspection at the place of the AGM for 15 minutes before and during the AGM itself:

(a)  copies of the non-executive directors' appointment letters; and

(b)  the Articles of Incorporation.

EXPLANATORY NOTES TO THE NOTICE OF AGM

At the AGM there are three ordinary resolutions which shareholders will be asked to consider and, if thought fit, approve. An explanation of each of these Resolutions is given below.  All resolutions are proposed as ordinary resolutions.  An ordinary resolution requires more than 50 per cent. of votes cast at the AGM relating to that resolution to be cast in favour of it for the resolution to be passed. 

ORDINARY RESOLUTIONS

Resolution 1: Annual Report and Accounts

For each financial year the directors are required to present the directors' report, the audited accounts and the auditors' report to shareholders at a general meeting.  Shareholders are asked to receive the annual report and accounts of the Company for the period ended 31 March 2016.  The Law requires that the report and accounts are laid before the General Meeting. Please refer to page 1 of this document for information relating to the availability of the report and accounts.

Resolution 2: Appointment of Auditor

The Company has appointed the Auditor to continue until the conclusion of the next general meeting to be held in 2017, under section 199 of the Law, Deloitte LLP have indicated that they are willing to continue to be the Company's Auditor for the next year.  You are asked to approve their re-appointment and to authorise the Directors of the Company to determine their remuneration.

Resolutions 3: Re-election of Director

The Company's Articles of Incorporation require that any Director who has been appointed either to fill a casual vacancy or as an addition to the existing Directors shall be eligible for re-election at the next annual general meeting preceding their appointment.

Accordingly, Mr Laurence Barron, having been appointed as a director of the Company on 2 June 2016 by the Board of directors, must offer himself up for re-election; and the Board recommends his re-election.

Brief biographical details of Mr Barron can be found on the Company's website www.aa4plus.com.  

AMEDEO AIR FOUR PLUS LIMITED

(Incorporated and registered in Guernsey with company number 59675)

FORM OF PROXY

Please read the Notice of Annual General Meeting and the notes below before completing this form.

For use by holders of voting shares at the general meeting of Amedeo Air Four Plus Limited (the "Company") convened for 10.30 a.m. on  8 July 2016, and at any adjournment thereof.

I/WE............................................................................................(Block Letters)

OF ..........................................................................................................(Block Letters)

being [a] member[s] of the Company, hereby appoint the Chairman of the Meeting *or……………………………………………………………………………..as my/our proxy to vote for me/us on my/our behalf, as directed below on the Resolutions to be proposed at the General Meeting of the Company to be held on 8 July 2016 at 10:30 a.m., and at any adjournment thereof.

*Note: If it is desired to appoint as proxy any person other than the Chairman of the Meeting, his/her name and address should be inserted in the relevant place and reference to the Chairman of the meeting deleted and the alteration initialled.

I/WE direct the proxy to vote on the Resolutions as follows:

Ordinary Resolutions:	FOR	AGAINST	WITHHELD
1.   To receive the Annual Financial Report for the period ended 31 March 2016.
2.   To appoint Deloitte LLP as Auditor to the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting to be held in 2017 under section 199 of The Companies (Guernsey) Law, 2008, as amended, and to authorise the directors to determine their remuneration.
3.   To re-elect as a director Mr Laurence Barron, who retires in accordance with the provisions of the Company's Articles of Incorporation.

Please indicate with an X in the appropriate space how you wish your vote to be cast.  On receipt of the form duly executed and in the absence of a specific direction, your proxy will vote or abstain as he or she thinks fit on the resolutions.

Signed: .…………………………………

Dated:.......................................................

Notes:

1.       If it is desired to appoint as proxy any person other than the Chairman of the Annual General Meeting, his/her name and address should be inserted in the relevant place and reference to the Chairman of the meeting deleted and the alteration initialled.

2.       If the shareholder is a corporation, this form must be executed under its common seal or under the hand of its duly authorised officer or attorney.

3.       Where there are joint registered holders of any shares such persons shall not have the right of voting individually in respect of such shares but shall elect one of their number to represent them and to vote whether in person or by proxy in their name.  In default of such election the person whose name stands first on the register of shareholders shall alone be entitled to vote.

4.       Any alterations to this form of proxy should be initialled by the person who signs it.

5.       The Form of Proxy should be completed in accordance with the instructions set out therein and sent, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, so as to reach the Company's agent, for this purpose being, Anson Registrars Limited, PO Box 426 Anson House, Havilland Street, St Peter Port, Guernsey GY1 3WX not later than 10.30 a.m. on 6 July 2016. 

6.       Completing and returning a form of proxy will not prevent a member from attending in person at the meeting and voting should he or she so wish.

7.       Should you wish to vote in respect of a specific number of shares please indicate with that number in place of an X in the appropriate space.

8.       A shareholder entitled to exercise more than one vote need not cast all his or her votes in the same way.

9.       In accordance with the provisions of E.2.1 of the UK Code of Corporate Governance it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against each resolution.

 

END

 

 

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