Notice of Further Guidelines on the Annual General Meeting 2020

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. 

This announcement does not constitute a prospectus or offering memorandum or an offer in relation to any securities of First Sentinel Plc or of any other entity and should not be considered as a recommendation that any person should subscribe for or purchase any such securities. 

This announcement contains inside information for the purposes of the Market Abuse Regulation (EU No. 596/2014) (“MAR”). Upon the publication of this announcement, this inside information is now considered to be in the public domain and shall therefore cease to be inside information. 

23 June 2020 

First Sentinel plc 

(“First Sentinel” or the “Company”) 

Notice of further guidelines on the Annual General Meeting 2020 

First Sentinel would like to confirm that the Company’s Annual General Meeting (“AGM”), despite the easing of lockdown measures from 4 July as announced by HM Government on 23 June 2020, will still take place at 72 Charlotte Street, London, W1T 4QQ, United Kingdom, on Tuesday, 30 June 2020, commencing at 3.00pm as scheduled. 

Due to the ongoing impact of the COVID-19 pandemic and related public health guidance, First Sentinel urges shareholders to submit their Forms of Proxy, to ensure they can vote and be represented at the AGM, without the need to attend in person. Given the current restrictions on attendance, shareholders are encouraged to appoint the chairman of the meeting as their proxy rather than a named person who might not be permitted to attend the meeting, given the continued restrictions on people from different households meeting. The formal instruction on how to appoint a proxy is described in Appendix 1 of this notice. 

In light of delays caused by COVID-19, Companies House and AQUIS Stock Exchange have granted extensions to the Company in relation to filing its accounts. First Sentinel will convene a further General Meeting as soon as the respective report and accounts for the year ended 31 December 2019 are available, which we expect to hold in July 2020. Accordingly, Resolution no. 1 and Resolution no. 2 of the Notice of the AGM of the Company will not be submitted to vote by the shareholders. 

About First Sentinel 

First Sentinel is an alternative investment company, registered with the FCA as a small authorised UK AIFM, which provides growth capital for public and private company investments. First Sentinel invests in a range of debt and equity instruments in target portfolio companies. 

The Company’s website is www.first-sentinel.com 

 

For further corporate information, please contact: 

Mr. Brian Stockbridge 

CEO 

First Sentinel Plc 

Tel: + 44 (0) 7876 888 011 

AQSE Corporate Advisor 

Beaumont Cornish Limited 

James Biddle / Roland Cornish 

Tel: +44(0)20 7628 3396 

Appendix 1 

Instructions on Appointment of Proxies 

Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that shareholder. A proxy need not be a shareholder of the Company. A form of proxy which may be used to make such appointment and give proxy instructions accompanies this Notice (Appendix 2). 

The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, then the proxy is deemed to be authorised for the whole of the shareholder’s holding (or in the case of a shareholder with designated accounts, the whole of the holding in the designated account). 

Your proxy must vote as you instruct and must attend the Meeting for your vote to be counted. If a proxy is not directed how to vote on an item of business the proxy may vote, or abstain from voting, as they think fit. A proxy shall have authority to demand or join in demanding a poll at the Meeting. Should any resolution, other than those specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they 

think fit. If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority. 

Completed Proxy Forms should be sent to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD. To be effective, proxy forms must be received by Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD by 3.00pm (UK time) on 28 June 2020. Proxy forms received after this time will be invalid. 

The Proxy Form must be signed by the shareholder or the shareholder’s attorney. A Proxy Form must be completed by, or on behalf of, the shareholder making the appointment. A corporation may execute a Proxy Form either under its common seal or under the hand of a duly authorised officer(s). Where the appointment of a proxy is signed by the appointer’s attorney, a certified copy of the power of attorney, or the power itself, must be received by Neville Registrars Limited (as appropriate) by 3.00pm, 28 June 2020. 

If you do not have a form of proxy and believe that you should have one, or if you require additional forms, please contact our Registrar, Neville Registrars Limited, by calling the helpline on 0121 585 1131. Lines are open Monday to Friday, 09:00 to 17:00 (excluding UK public holidays). 

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). 

Shareholders who return a Proxy Form will still be able to attend the AGM and vote in person if they so wish. If you attend the AGM in person and vote, then your proxy appointment will automatically be terminated. 

Appointment of proxies through CREST 

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). 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. 

For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 Neville Registrars Limited (ID: 7RA11) no later than 3.00pm on 28 June 2020, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. 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 the issuer’s agent 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. 

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. 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/her 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 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. 

Appointment of proxies electronically 

As an alternative to completing the hard copy form of proxy, you can appoint a proxy electronically online at www.sharegateway.co.uk and completing the authentication requirements as set out on the form of proxy. For an electronic proxy appointment to be valid, your appointment must be received by Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD by 3.00pm (UK time) on 28 June 2020. 

Changing proxy instructions 

Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after 

the relevant cut-off time will be disregarded. 

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Neville Registrars Limited. 

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. 

Appendix 2 

Proxy Form 

Proxy Form 

Annual General Meeting 2020 of First Sentinel plc 

Before completing this form, please read the explanatory notes below 

I/We appoint the Chairman of the meeting, or the following person: 

as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 3pm on 30 June 2020, and at any adjournment thereof. 

I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an ‘X’. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. Resolutions  For  Against  Vote Withheld 
1  To re-elect Brian Stockbridge as a Director. 
2  To re-elect Aimee Ayn Freeding as a Director. 
3  To appoint MAH Professional Services Limited as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. 
4  To authorise the Audit Committee to determine the Auditor’s remuneration.