UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023.
Commission File Number 001-38176
Venator Materials PLC
(Exact name of Registrant as specified in its
charter)
England and Wales
(Jurisdiction of incorporation or organization)
Titanium House, Hanzard Drive, Wynyard Park
Stockton-On-Tees, TS22 5FD, United Kingdom
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: ⌧ Form 20-F
¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
2023 Annual General Meeting
On September 22, 2023, Venator Materials
PLC (the “Company”) distributed a notice of general meeting (the “Notice of GM”) to be held at the offices of
the Company at Titanium House, Hanzard Drive, Wynyard Park, Stockton-On-Tees, United Kingdom, TS22 5FD, on October 9, 2023,
at 3:00 p.m. British Summer Time, to the holders of the Company’s ordinary shares. The Notice of GM is furnished hereto as
Exhibit 99.1.
The Notice of GM and other materials related to
the GM are posted on the investor relations section of the Company’s website at https://www.venatorcorp.com/investor-relations/financials/annual-report-and-proxy-materials.
The information contained in this Form 6-K,
including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
VENATOR MATERIALS PLC |
|
|
|
/s/ SEAN PETTEY |
|
Assistant Secretary |
Dated: September 22, 2023
Exhibit
99.1
Notice
of General Meeting
| |
THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If
you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank
manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 (the “FSMA”)
if you are resident in the U.K. or, if you reside elsewhere, another appropriately authorised financial adviser.
This
document does not constitute an offer to buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire or subscribe
for) ordinary shares (as defined below). This document does not contain an offer of transferrable securities within the meaning of section
102B of FSMA and does not constitute a prospectus within the meaning of section 85 of FSMA.
This
document should not be distributed, forwarded or transmitted in or into any jurisdiction in which such an act would constitute a breach
of the relevant laws of such jurisdiction.
The
registered office of Venator Materials PLC is Titanium House, Hanzard Drive, Wynyard Park, Stockton-On-Tees, United Kingdom, TS22 5FD.
Venator Materials PLC is incorporated and registered in England and Wales under the Companies Act 2006 with registered number 10747130.
VENATOR
MATERIALS PLC
A
notice convening a general meeting of the Company is set out beginning on page 1 of this document.
You
are recommended to read the whole of this document, but your attention is drawn to the letter from the President and Chief Executive
Officer of the Company, which is set out on pages i to ii of this document and which provides details of the business of the Meeting.
A
GENERAL MEETING WILL BE HELD ON OCTOBER 9, 2023 AT THE OFFICES OF VENATOR MATERIALS PLC AT TITANIUM HOUSE, HANZARD DRIVE, WYNYARD PARK,
STOCKTON- ON-TEES, UNITED KINGDOM, TS22 5FD, AT 3:00PM BRITISH SUMMER TIME. |
AN
INVITATION FROM VENATOR’S LEADERSHIP
DEAR
FELLOW SHAREHOLDER,
1. | Background
to and Reasons for the Meeting |
As
announced on May 15, 2023, Venator Materials PLC (the “Company”) has reached agreement with the overwhelming
majority of its lenders and noteholders on the terms of a comprehensive recapitalization plan which involves equitizing nearly $1 billion
of the Company’s funded debt, strengthening its balance sheet, and facilitating an infusion of new capital, all of which will position
the Company for future growth and success. The implementation of the recapitalization requires certain steps to be taken, including the
convening of a general meeting of the Company to approve a special resolution, as described further below.
On
May 14, 2023, the Company and certain of its subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the
United States Code, commencing chapter 11 cases (the “Chapter 11 Cases”) in the United States Bankruptcy Court for
the Southern District of Texas (the “Bankruptcy Court”).
In
connection with the Chapter 11 Cases, on July 25, 2023, an order (the “Confirmation Order”) was entered confirming
the Company’s chapter 11 plan of reorganisation (the “Plan”). The Plan contemplates, and the Confirmation Order
requires, a release and discharge of amounts owed to the Company’s existing secured lenders and secured and unsecured noteholders,
and the issuance of new ordinary shares in the Company (or, if and to the extent agreed between the Company and the relevant holder,
other securities which carry rights to subscribe for, or to convert securities into, such ordinary shares) to such lenders and noteholders.
Among
other things, the Confirmation Order provides the Company with the authority to take any action necessary and appropriate to implement,
effectuate, and consummate the restructuring transactions contemplated by the Plan. Your rights are further described in the Plan and
related Disclosure Statement. You may obtain copies of the Plan, the Disclosure Statement, and related materials, free of charge: (1) on
the Company’s restructuring website at http://dm.epiq11.com/Venator; (2) by emailing the Company’s solicitation
agent at venator@epiqglobal.com; or (3) by calling the Company’s solicitation agent at +1 (888) 716- 3497 (Toll Fee
U.S. & Canada) or +1 (503) 436-6147 (international). You may also obtain copies of any documents filed in the Chapter 11 Cases
for a fee through the Bankruptcy Court’s website at: https://ecf.deb.uscourts.gov.
On
August 31, 2023, the Company held a general meeting to approve the allotment and issuance of new ordinary shares in the Company
and/or the granting of rights to subscribe for, or to convert securities into, new ordinary shares in the Company (the “Share
Issuance Resolution”) and to seek authority to carry out the Share Issuance on a non-pre-emptive basis (the “Disapplication
Resolution”), to enable the issuance of new ordinary shares to the existing lenders and noteholders in accordance with the
Plan and the Confirmation Order. The Share Issuance Resolution passed, while the Disapplication Resolution did not.
The
Company has subsequently entered into further discussions with its key stakeholders and, accordingly, is now convening a further general
meeting of shareholders (the “Meeting”) of the Company to be held on October 9, 2023 at 3:00 p.m. British
Summer Time, at the offices of Venator Materials PLC at Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, United Kingdom,
TS22 5FD. The formal notice of the Meeting (the “Notice of Meeting”) immediately follows this invitation and contains
the proposed resolution to be passed by the shareholders of our Company at the Meeting.
The
purpose of the Meeting is to deliberate and resolve to approve the Disapplication Resolution, to enable the issuance of new ordinary
shares to the existing lenders and noteholders in accordance with the Plan and the Confirmation Order, and future equity grants to directors
of the Company, as described in further detail in paragraph 2 below.
It
is important that you use this opportunity to take part in the affairs of our Company by meeting on the business to come before the Meeting,
and we urge you to read the Notice of Meeting and the accompanying notes in full for additional information concerning the matters to
be considered at the Meeting.
2. | Details
of the Share Issuance |
Following
the passing of the Share Issuance Resolution on August 31 2023, the Directors require authority to allot and issue new ordinary
shares on a non-pre-emptive basis, to satisfy the requirement to allot and issue new ordinary shares to the Company’s existing
secured lenders and secured and unsecured noteholders in accordance with the Plan and the Confirmation Order and to enable the Company
to make future equity grants to directors of the Company. Shareholder approval is being sought for this authority by way of Resolution
1.
PLEASE
VOTE AS SOON AS POSSIBLE
We
ask that you vote as soon as possible. You may vote by proxy via the Internet or by mail by following the instructions on the enclosed
form of proxy, or in accordance with the information forwarded by your broker, bank or other holder of record. For detailed information
regarding voting instructions, please refer to pages 2 to 7 of the accompanying Notice of Meeting.
The
Board of Directors strongly encourages shareholders to exercise their votes by submitting their form of proxy in advance of the Meeting
and to appoint the individuals named herein as their proxy with their voting instructions.
Thank
you for your continued support and interest in Venator Materials PLC.
Yours
sincerely,
/s/ Simon Turner |
|
Simon Turner |
|
President and Chief Executive Officer |
|
September 21,
2023
NOTICE
OF GENERAL MEETING
TABLE
OF CONTENTS
Page
NOTICE OF GENERAL MEETING |
1 |
NOTES REGARDING GENERAL MEETING |
2 |
General |
2 |
Actions to be Taken |
2 |
Shareholder Questions |
2 |
SPECIAL RESOLUTION FOR GENERAL MEETING |
7 |
Proposal 1 - Disapplication of Pre-Emption Rights |
7 |
|
|
ADDITIONAL INFORMATION |
8 |
NOTICE
OF GENERAL MEETING
Notice
is hereby given that a general meeting (the “Meeting”) of Venator Materials PLC (the “Company”)
will be held at the offices of the Company at Titanium House, Hanzard Drive, Wynyard Park, Stockton-On-Tees, United Kingdom, TS22 5FD
on October 9, 2023 at 3:00 p.m. British Summer Time, for the transaction of the business set forth below.
The
Company has one class of ordinary shares as at the date of this notice. The holders of the ordinary shares are entitled to one vote per
share on all matters that are subject to a shareholder vote.
This
notice is being sent to you because, as of the close of business in New York on September 15, 2023, you have been determined to
be a holder of ordinary shares of the Company.
The
resolution to be considered at the Meeting will be proposed as a special resolution. Provided a quorum is present, for special resolutions,
not less than 75% of the votes cast (in each case whether in person or by proxy) must be cast in favour in order for the resolution to
be passed. The resolution at the Meeting will be decided on a poll. You can order a paper copy of this notice or any other Company report
free of charge at https://www.venatorcorp.com/investor relations/financials/annual-report-and-proxy-materials. Copies will also
be available at the Meeting.
SPECIAL
RESOLUTION
Proposal |
Description |
1 |
Disapplication
of pre-emption rights for issuance of new ordinary shares |
RESULTS
OF VOTES
The
results of polls taken on the resolution at the Meeting and any other information required by the Companies Act 2006 will be made
available on the Company’s website (https://www.venatorcorp.com/investor-relations/financials/annual-report-and-proxy-
materials) as soon as reasonably practicable following the Meeting and for the required period thereafter.
BY ORDER OF THE BOARD |
|
|
Registered head office |
/s/ Russ R. Stolle |
|
Russ R. Stolle |
Titanium House |
Company Secretary |
Hanzard Drive |
September 21,
2023 |
Wynyard Park, Stockton-On-Tees |
|
United Kingdom, TS22 5FD |
NOTES
REGARDING THE GENERAL MEETING
GENERAL
A
general meeting (the “Meeting”) of Venator Materials PLC (“Venator,” the “Company,”
“us,” “we,” or “our”) will be held at the offices of Venator Materials PLC,
Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, United Kingdom, on October 9, 2023 at 3:00 p.m. British
Summer Time, for the purposes set forth in the accompanying Notice of Meeting.
The
offices of the Company, as set forth above, shall constitute the principal meeting place, where the Meeting shall take place.
ACTIONS
TO BE TAKEN
If
you are a holder of ordinary shares as at the date of the Meeting in the Company and are planning to attend the Meeting in person (or
by way of corporate representative), please contact the Company via email at Venator Investor Relations at ir@venatorcorp.com.
If
you are unable to attend the Meeting in person, you can still vote on the resolution by appointing a proxy. A form of proxy for use at
the Meeting is enclosed. You are advised to vote in accordance with the instructions printed on your form of proxy as soon as possible
but in any event by no later than 11:59 p.m. Eastern Daylight Time on October 8, 2023.
Further
information about how to vote and attend the Meeting is given below.
The
Board of Directors strongly encourages shareholders to exercise their votes by submitting their form of proxy in advance of the Meeting
and to appoint the individuals named herein as their proxy with their voting instructions.
Any
person who participates at the Meeting by way of arrangements described in this Notice of Meeting will be deemed present at, and will
count in the quorum for, the Meeting.
The
return of a completed form of proxy will not preclude a shareholder from attending the Meeting in-person, should they subsequently decide
to do so.
FOREIGN
PRIVATE ISSUER STATUS
The
Company is incorporated under the laws of England and Wales. As such, the Company is subject to the Companies Act 2006 (the ‘‘Act’’)
under English law. The Company also qualifies as a “Foreign Private Issuer” under applicable U.S. securities laws, and currently
files, discloses and reports consistent with U.S. securities laws applicable to a Foreign Private Issuer. Prior to May 30, 2023,
the Company’s ordinary shares were listed on the New York Stock Exchange (‘‘NYSE’’), under the symbol
‘‘VNTR”. The Company’s ordinary shares currently trade in the OTC Pink Open Market under the symbol “VNTRQ”.
Your
vote is important to us and allows you to participate in the future of our Company. We encourage you to read this Notice of Meeting and
the matters to be considered at the Meeting, and to use this opportunity to take part in the affairs of our Company by voting on the
matters to be considered at the Meeting.
SHAREHOLDER
QUESTIONS
1. | WHAT
IS THE PURPOSE OF THE MEETING? |
At
the Meeting, shareholders will vote upon the matters set forth in the Notice of Meeting and on any other matters properly presented at
the Meeting in accordance with our current Articles of Association (the “Articles”).
Any
shareholder of record attending the Meeting has the right to ask questions. Shareholders are kindly asked to direct questions to the
chair of the meeting and limit their questions to matters that relate directly to the business of the Meeting. We must answer any questions
asked by a shareholder of record attending the Meeting relating to the business dealt with at the Meeting unless to do so would: (i) interfere
unduly with the business of the Meeting; (ii) be undesirable in the interests of Venator or the good order of the Meeting; (iii) involve
the disclosure of confidential and/or commercially sensitive information; or (iv) be duplicative of information already provided
on our website or in our public filings.
2. | WHAT
IS INCLUDED IN THE NOTICE OF MEETING? |
The
Notice of Meeting and accompanying materials include the Notice of Meeting and a proxy form for the Meeting.
Shareholders
are referred to the U.S. 2022 Annual Report on Form 20-F for financial and other information about our activities.
3. | HOW
CAN I ACCESS SHAREHOLDER MATERIALS OVER THE INTERNET? |
Your
Notice of Meeting and form of proxy (as applicable) contain instructions on how to view the Notice of Meeting and accompanying materials
online at https://materials.proxyvote.com/default.aspx?ticker=G9329Z
A
proxy is a person legally designated by you (amongst other shareholders) to vote the shares you own. A shareholder of record who is entitled
to attend and vote at the Meeting is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights
as a shareholder and to speak and vote at the Meeting. If you designate someone as your proxy in a written document, that document also
is called a proxy or a proxy form. Simon Turner, our President and Chief Executive Officer, and Russ R. Stolle, our Executive Vice President,
General Counsel, Chief Compliance Officer and Secretary, will serve as proxies for the Meeting pursuant to the proxy card solicited by
our Board. A form of proxy for use at the Meeting is enclosed.
A
shareholder of record is entitled to appoint more than one proxy in relation to the Meeting (provided that each proxy is appointed to
exercise the rights attached to different ordinary shares). Such proxy need not be a shareholder of record but must attend the Meeting
and vote as the shareholder of record instructs for such vote to be counted.
5. | WHAT
IS THE RECORD DATE AND WHO IS ENTITLED TO VOTE AT THE MEETING? |
The
record date for the Meeting is September 15, 2023. Owners of record of ordinary shares at the close of business on the record date
are entitled to:
• | receive
notice of the Meeting; and |
• | vote
at the Meeting and any adjournments or postponements in accordance with our Articles. |
At
the close of business in New York on September 15, 2023, there were 108,791,900 ordinary shares outstanding, each of which is entitled
to one vote on each item of business to be considered at the Meeting, unless otherwise restricted from voting in accordance with applicable
law and/or the Articles.
Any
corporate shareholder of record may, by resolution pursuant to its articles or other governing body, authorize another person to act
as its representative at the Meeting, and such authorized person will (on production of a certified copy of such resolution at the Meeting)
be entitled to exercise the same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder
of the Company.
In
the case of joint holders, the vote of the senior holder who submits a vote will be accepted to the exclusion of the vote of the other
joint holders, with seniority determined by the order in which the names of the holders appear in the register of members of our transfer
agent.
A
list of shareholders entitled to vote at the Meeting will be available for inspection at our principal executive offices at Titanium
House, Hanzard Drive, Wynyard Park, Stockton-on- Tees, TS22 5FD, United Kingdom for not less than 10 days prior to the Meeting (during
ordinary business hours, beginning on September 25, 2023) and during the Meeting. If you would like to review the shareholder list
during ordinary business hours, please contact Venator Investor Relations via email at ir@venatorcorp.com to schedule an appointment.
6. | HOW
MANY VOTES ARE REQUIRED TO HOLD THE MEETING? |
The
required quorum for the transaction of business at the Meeting are shareholders entitled to cast at least the majority of the voting
rights of the Company, represented in person or by proxy. Consequently, the presence, in person or by proxy, of the holders of at least
54,395,951 ordinary shares is required to establish a quorum at the Meeting. Shares that are voted with respect to a particular matter
are treated as being present at the Meeting for purposes of establishing a quorum. Abstentions and broker non-votes (discussed below)
will be counted as present and entitled to vote for purposes of determining a quorum at the Meeting.
7. | WHO
MAY ATTEND THE MEETING? |
All
shareholders of record who owned ordinary shares at the close of business in New York on the record date, September 15, 2023, or
their duly appointed proxies, may attend the Meeting and any adjournments or postponements thereof, as may our invited guests. “Street
name shareholders,” as described in Question 8 below, who owned ordinary shares at the close of business in New York on September 15,
2023, may also attend subject to the requirements set forth in Questions 8 and 9 below. Seating is limited and admission is on a first-come,
first-served basis. If you attend the Meeting, you will need to bring your Notice of Meeting or proxy form, a form of personal photo
identification (such as a passport or driver’s license) and check in at the registration desk at the Meeting. Please note
that if you hold shares in “street name” (that is, in a brokerage account or through a bank or other nominee), you also will
need to bring valid photo identification and a copy of a statement reflecting your share ownership as of September 15, 2023 or you
will not be admitted.
8. | WHAT
IS THE DIFFERENCE BETWEEN A SHAREHOLDER OF RECORD AND A SHAREHOLDER WHO HOLDS SHARES IN STREET
NAME? |
Most
shareholders hold their shares through a broker, bank or other nominee (i.e., in street name) rather than directly in their own name.
As summarized below, there are some distinctions between shares held of record and those held in street name.
• | Shareholders
of Record. If your shares are registered directly in your name on the register of
members with our transfer agent, you are considered, with respect to those shares, the “shareholder
of record.” As the shareholder of record, you have the right to grant your voting proxy
directly or to vote in person at the Meeting. |
• | Street
Name Shareholders. If your shares are held in a share brokerage account or by a bank
or other nominee, you are considered, with respect to those shares, the beneficial owner
of shares held in “street name,” and the Notice of Meeting or proxy materials
are being forwarded to you by your broker, bank or other nominee, which is considered, with
respect to those shares, the shareholder of record. You have the right to instruct your broker,
bank or other nominee how to vote. |
9. | WHAT
DIFFERENT METHODS CAN I USE TO VOTE? |
Shareholders
of Record: Shareholders of record may (1) vote their shares in person at the Meeting by completing a ballot at the Meeting;
or (2) submit a proxy to have their shares voted by one of the following methods:
• | By
Internet. You may submit a proxy form electronically on the Internet by following the instructions
provided on the proxy form or Notice of Meeting. Please have your proxy form or Notice of
Meeting in hand when you log onto the website. Internet voting facilities will be available
24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on October 8, 2023. |
• | By
Mail. If you received a paper copy of the Notice of Meeting and accompanying materials by
mail, you may indicate your vote by completing, signing and dating your proxy form and returning
it in the enclosed reply envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
New York, 11717. The proxy form must be received by 5:00 p.m., Eastern Daylight Time, on
October 8, 2023. |
Street
Name Shareholders: Street name shareholders may generally vote their shares or submit a proxy to have their shares voted by one
of the following methods:
• | By
the Methods Listed on the Voting Instruction Form. Please refer to the voting instruction
form or other information forwarded by your bank, broker or other nominee to determine whether
you may submit a proxy form by telephone or on the Internet, following the instructions provided
by the record holder. |
• | In
Person. If you are a street name shareholder, you may vote in person at the Meeting
only if you obtain a legal proxy from your bank, broker or other nominee. Please
consult the voting instruction form or other information sent to you by your bank, broker
or other nominee to determine how to obtain a legal proxy in order to vote in person at the
Meeting. |
SUBMITTING
YOUR PROXY FORM VIA INTERNET, TELEPHONE OR MAIL DOES NOT AFFECT YOUR ABILITY TO VOTE IN PERSON AT THE MEETING.
10. | WHAT
HAPPENS IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS WHEN RETURNING MY PROXY FORM? |
A
proxy form that is properly completed and submitted will be voted at the Meeting in accordance with the instructions on the proxy form.
If you are a shareholder of record and you indicate when voting on the Internet that you wish to vote as recommended by the Board, then
your shares will be voted at the Meeting in accordance with the Board’s recommendation on all matters presented for a vote at the
Meeting. Similarly, if you properly complete and submit a proxy form, but do not indicate any contrary voting instructions, your shares
will be voted for a particular proposal or for all of the proposals in accordance with the Board’s recommendation. If any other
business properly comes before the shareholders for a vote at the meeting, your shares will be voted at the discretion of your designated
proxy. As at the date of this Proxy Statement, the Board knows of no matters, other than those previously described, to be presented
for consideration at the Meeting.
11. | WHAT
VOTES ARE NEEDED FOR EACH PROPOSAL TO PASS AND IS BROKER DISCRETIONARY VOTING ALLOWED? |
Resolution |
|
Vote
Required |
Broker
Discretionary
Vote Allowed |
(1) |
Disapplication of pre-emption rights in relation to allotment of new ordinary shares |
At least 75% of votes cast in person or by proxy and entitled to vote |
No |
12. | HOW
ARE ABSTENTIONS AND BROKER NON-VOTES TREATED? |
As
noted above, abstentions and broker non-votes are counted for purposes of determining a quorum. For purposes of determining whether a
proposal is approved, abstentions are not considered as votes cast and will have no effect on the outcome of a proposal. Broker non-
votes are not considered as shares having voting power present in person or represented by proxy and will not be counted toward the vote
total and therefore will have no effect on the outcome of a proposal.
13. | WHAT
HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING? |
If
you grant a proxy, the persons named as proxy holders will have discretion to vote your shares on any additional matters properly presented
for a vote at the Meeting
14. | CAN
I CHANGE MY VOTE AFTER SUBMITTING MY PROXY? |
If
you are a shareholder of record, you may revoke a previously submitted proxy at any time before the polls close at the Meeting by:
• | voting
again by telephone or through the Internet prior to 11:59 p.m. Eastern Daylight Time
on October 8, 2023; |
• | requesting,
completing and mailing in a new paper form of proxy, which must be received by 5:00 p.m.,
Eastern Daylight Time, on October 8, 2023; |
• | giving
written notice of revocation to our Corporate Secretary by mail to Corporate Secretary, Titanium
House, Hanzard Drive, Wynyard Park, Stockton-on-Tees TS22 5FD; or |
• | attending
the Meeting and voting in person (merely attending the Meeting will not revoke a prior submitted
proxy). |
Any
written revocation or later dated proxy that is mailed must be received by the Corporate Secretary before the close of business in New
York on October 8, 2023. Alternatively, you may hand deliver a written revocation notice or a later dated proxy to Venator’s
Corporate Secretary at the Meeting before voting begins.
If
you are a street name shareholder, you must follow the instructions to revoke your proxy, if any, provided by your bank, broker or other
nominee.
15. | WHAT
DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OF MEETING OR MORE THAN ONE SET OF SHAREHOLDER
MATERIALS? |
It means
that you have multiple accounts with our transfer agent, Computershare, and/or brokers, banks or other nominees. Please vote all of your
shares. We recommend that you contact Computershare and/or your broker, bank or other nominee (as applicable) to consolidate as many
accounts as possible under the same name and address. If you have multiple accounts with Computershare that you want to consolidate,
please submit your request by mail to Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078, or by telephone
at 1-866-644-4127. Computershare may also be reached through its website at www.computershare.com.
16. | WHERE
CAN I FIND THE VOTING RESULTS OF THE MEETING? |
The
preliminary voting results will be announced at the Meeting. The results of the polls taken on the resolution at the Meeting will be
checked by the scrutineer and, along with any other information required by the Act, made available on our website at https://www.venatorcorp.com/investor-relations/financials/annual-report-and-proxy-materials
as soon as reasonably practicable following the Meeting.
17. | HOW
DOES THIS NOTICE RELATE TO THE PRIOR NOTICE DATED JUNE 12, 2023 AND THE GENERAL MEETING ON
AUGUST 31, 2023? |
The
earlier notice dated June 12, 2023 convened a general meeting of shareholders of the Company, which was commenced on June 29,
2023. That meeting was then adjourned until July 21, 2023, and then adjourned again to July 25, 2023. The Bankruptcy Court
entered the Confirmation Order on July 25, 2023. However, it was not possible to further adjourn the meeting until after the date
of entry of the Confirmation Order, as there was insufficient time prior to the expiration of the record date period within which a meeting
so adjourned must be completed for any voting at the meeting to be given effect under the Articles. That meeting was therefore terminated
with no votes being cast.
A
notice of a new meeting on August 31, 2023 was therefore issued, with certain additional resolutions proposed, to reflect the terms
of the Plan and the Confirmation Order. At such meeting, one of the resolutions passed, but the other did not. The Company has subsequently
consulted further with its key stakeholders and is therefore presenting shareholders with the resolution set out in this Notice of Meeting
in order to reflect the terms of the Plan and the Confirmation Order.
SPECIAL
RESOLUTION FOR THE EXTRAORDINARY GENERAL MEETING
RESOLUTION
1. DISAPPLICATION OF PRE-EMPTION RIGHTS IN RELATION TO ORDINARY SHARES
That
the directors be given power pursuant to section 570 of the Companies Act 2006 to allot equity securities (within the meaning of section
560 of that Act) for cash pursuant to the authority granted by the resolution passed at the Company’s general meeting on 31 August 2023
( the “Share Issuance Resolution”) as if section 561 of that Act did not apply to any such allotment, provided that
this authority shall expire upon expiry of the authority conferred by the Share Issuance Resolution. The authority granted by this Resolution
1 shall revoke and replace all other existing authorities previously granted to the directors under section 570 of the Companies Act
2006.
THE
BOARD RECOMMENDS A VOTE “FOR” THE DISAPPLICATION OF PRE-EMPTION RIGHTS IN RELATION TO THE ORDINARY SHARES
ADDITIONAL
INFORMATION
Notes:
1. | The
proposed resolution will be put to vote on a poll. On a poll, each shareholder has one vote
for every share held. |
2. | Shareholders
of record may (1) vote their shares in person at the Meeting by completing a ballot
at the Meeting; or (2) submit a proxy to have their shares voted by one of the following
methods: |
| • | By
Internet. You may submit a proxy form electronically on the Internet by following the instructions
provided on the proxy form or Notice of Meeting. Please have your proxy form or Notice of
Meeting in hand when you log onto the website. Internet voting facilities will be available
24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on October 8, 2023. |
| • | By
Mail. If you received a paper copy of the Notice of Meeting and accompanying materials by
mail, you may indicate your vote by completing, signing and dating your proxy form and returning
it in the enclosed reply envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
New York, 11717. The proxy form must be received by 5:00 p.m., Eastern Daylight Time on October 8,
2023. |
3. | A
copy of any power of attorney under which the form of proxy is signed must (i) in the
case of paper copy proxy forms, be delivered with the form or (ii) in the case of proxy
forms submitted electronically, be sent to CorporateSecretary@venatorcorp.com, in
each case not less than 48 hours before the time of the Meeting. |
4. | Submission
of a proxy vote shall not preclude a member from attending and voting in person at the Meeting
in respect of which the proxy is appointed or at any adjournment thereof. |
5. | Any
member entitled to attend, speak and vote at the Meeting may appoint one or more proxies
to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company
but must attend the meeting. A member 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 that member. To appoint more than one proxy you should contact the
Company’s transfer agent, Computershare Trust Company, N.A., at P.O. Box 43078,
Providence, RI 02940-3078 or by telephone at 1-866-644-4127. |
6. | To
facilitate the distribution of materials to, and the voting process for, our beneficial shareholders,
we have retained Broadridge Financial Solutions, Inc. as our proxy service provider
in the U.S. Broadridge performs a number of processing functions for us, including distributing
proxy materials by mail or electronically and collecting voting instructions. |
7. | In
the case of a corporation, the form of proxy must be executed under its common seal or signed
on its behalf by an attorney or a duly authorised officer of the corporation. A corporation
which is a member can appoint one or more corporate representatives who may exercise on its
behalf all its powers as a member provided that they do not do so in relation to the same
shares. |
8. | In
the case of joint holders, the vote of the senior holder who tenders a vote whether in person
or by proxy will be accepted to the exclusion of the votes of any other joint holders. For
these purposes, seniority shall be determined by the order in which the names stand in
the Company’s relevant register of members for the certificated or uncertificated shares of the Company (as the case may be) in
respect of the joint holding. |
9. | Except
as set out in the notes to this Notice of Meeting, any communication with the Company in
relation to the Meeting, including in relation to proxies, should be sent to ir@venatorcorp.com. |
10. | You
may not use any electronic address (within the meaning of section 333(4) of the Companies
Act 2006) provided in either this notice or any related documents (including the form of
proxy) to communicate with the Company for any purposes other than those expressly stated
herein. |
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