Notice of AGM

APQ Global Limited

10 July 2023

 

NOTICE OF ANNUAL GENERAL MEETING

APQ GLOBAL LIMITED

(Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with registered number 62008)

NOTICE is hereby given pursuant to the Articles of Incorporation of APQ GLOBAL LIMITED (the "Company") that the Seventh Annual General Meeting of the Company will take place at 2pm BST on Tuesday 8^th August 2023 at Suite 2, Block C Hirzel Court, St Peter Port, Guernsey for the purpose of considering and if thought fit, passing the following resolutions:

AGENDA

Ordinary Business to be proposed as Ordinary Resolutions
1.	To adopt the Annual Report and Audited Consolidated Financial Statements of the Company together with the reports of the Directors and Auditors therein, for the year ended 31 December 2022
2.	To ratify the appointment of BDO LLP as Auditors to the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company
3.	To authorise the Directors to determine the remuneration of the Auditors
4.	To authorise and agree the Directors' remuneration
5.	To re-elect Mr Phil Soulsby as a Director of the Company
6.	To re-elect Mr Bart Turtelboom as a Director of the Company
7.	To re-elect Mr Wayne Bulpitt as a Director of the Company
8.	To re-elect Mr Al-Wadhah Sulaiman Mohamad Al-Adawi as a Director of the Company
Special Business to be proposed as an Ordinary Resolution
9.	That the Company continue as presently constituted

By order of the Board

Parish Corporate Services Limited

Company Secretary            

Date: 10^th July 2023

Notes:

1.   Any shareholder entitled to attend, speak and vote at the meeting is entitled to appoint one or more proxies to attend, speak and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. A shareholder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. A proxy may be an individual or a body corporate who need not be a shareholder of the Company.

2.   In the case of a shareholder which is a company, the instrument appointing a proxy may be executed under the shareholder's common seal (or in any other manner permitted by law and having the same effect as if executed under seal) or under the hand of a duly authorised officer, attorney or other person.

3.   The Form of Proxy, together with, if appropriate, any power of attorney or other authority or a notarially certified copy of any power of attorney or other authority (if any) under which it is signed, must be deposited to the Company Secretary, Parish Corporate Services Limited either by email [e-mail] or by post at PO Box 142, Suite 2, Block C Hirzel Court, St Peter Port, Guernsey, GY1 3HT no later than 2pm on 4^th August 2023, or not less than 48 hours before (excluding weekends and bank holidays) the time for holding any adjourned meeting, as the case may be.

4.   To appoint more than one proxy to vote in relation to different shares within your holding you may photocopy the form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which in aggregate should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned together in the same envelope.

5.   Joint registered holders of shares do not have the right of voting individually in respect of such shares but shall elect one of the joint holders to represent them and to vote, whether in person or by proxy, in their name.  In the absence of such election the person whose name stands first on the register of shareholders will alone be entitled to vote with respect to such shares.

6.   Any corporation which is a shareholder of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of any class of shareholders of the Company or to approve any resolution submitted in writing and the 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 of the Company.

7.   To change your proxy instructions, simply submit a new proxy appointment using the method set out above. 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. Please note that the cut-off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

8.   Return of a completed Form of Proxy will not preclude a shareholder from attending and voting personally at the meeting. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

9.   Only shareholders registered in the register of shareholders of the Company 48 hours before the time fixed for the meeting or adjourned meeting shall be entitled to attend, speak and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after such time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

10. The quorum for a general meeting is one or more shareholders present in person or by proxy and holding 5 percent or more of the voting rights available at such meeting.

11. The majority required for the passing of an ordinary resolution is a simple majority of the total number of votes cast in favour of the resolution. The majority required for the passing of a special resolution is not less than seventy five percent (75 per cent.) of the total number of votes cast in favour of the resolution.

12. If the resolutions are duly passed at the meeting (or any adjourned meeting), and other necessary formalities are completed, this will result in the proposed resolutions becoming binding on each shareholder in the Company whether or not they voted in favour of the resolutions, or voted at all.

 

END