APQ GLOBAL LIMITED
NOTICE OF ANNUAL GENERAL
MEETING
(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 Eighth Annual
General Meeting of the Company will take place at 11:00 AM GMT on
Monday 16th December 2024 at 2nd Floor, Lefebvre
Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey for the
purpose of considering and if thought fit, passing the following
resolutions:
AGENDA
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Ordinary
Business to be proposed as Ordinary Resolutions
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1.
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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 2023
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2.
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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
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3.
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To authorise the Directors to determine the
remuneration of the Auditors
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4.
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To authorise and agree the Directors'
remuneration
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5.
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To re-elect Mr. Phil Soulsby as a Director of
the Company
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6.
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To re-elect Mr. Bart Turtelboom as a Director
of the Company
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7.
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To re-elect Mr. Wayne Bulpitt as a Director of
the Company
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By order of the Board
Beauvoir Limited, Company
Secretary
Date: 22/11/2024
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 must be executed under the company'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 with the Company Secretary, Beauvoir
Limited, either by email at richard.bray@beauvoirgroup.com or by
registered post at Beauvoir Limited, Attention to: Richard Bray,
2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port,
Guernsey, GY1 2JP, Channel Islands not later than 11:00 a.m. on 12
December 2024, or not less than 48 hours before (excluding weekends
and bank holidays) before the time appointed for holding the
meeting or adjourned meeting at which the person named in the Form
of Proxy proposes to vote and in default the Form of Proxy shall
not be treated as valid.
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
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 the other joint holders and, for
this purpose, seniority will be determined by the order in which
the names stand in the register of shareholders in respect of the
joint holding.
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 and the person so
authorised shall be entitled to exercise the same power (other than
to appoint a proxy) on behalf of the corporation which he
represents 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 resolution is duly passed at the meeting (or any
adjourned meeting), and other necessary formalities are completed,
this will result in the proposed resolution, and the amendments to
the Trust Deed set out therein, becoming binding on each
Shareholder of the Company whether or not they voted in favour of
the resolution, or voted at all.