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Physitrack Plc: Notice of General Meeting
Prenumeration
Beskrivning
| Land | Storbritannien |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
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This Notice of General Meeting is an important document and requires your immediate attention. If you are in any doubt as to what action to take, you should consult your stockbroker, bank manager, solicitor, accountant and/or other appropriate independent professional advisers without delay.
If you sold or otherwise transferred all of your shares in the Company, please send this Notice, together with the accompanying documents, immediately to the purchaser or transferee or to the person who had arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.
Notice is hereby given that a General Meeting of Physitrack PLC will be held at We Are Club, 73 Rue du Faubourg Saint-Honoré, 75008 Paris, France on Tuesday, 26 May 2026 at 10.30am CET/9.30am BST (or, if the Company's 2026 Annual General Meeting convened for 9.30am CET/8.30am BST on the same day and at the same venue has not been declared closed by 10.30am CET/9.30am BST, commencing immediately following the close of the AGM), for the following purpose:
To consider and, if thought fit, pass the following resolution, proposed as a Special Resolution. For this resolution to be passed, at least three-quarters of the votes cast must be in favour.
Special Resolution
That the amount of €24,935,421 standing to the credit of the Company's share premium account be cancelled.
Background to and reasons for the Capital Reduction
The Company currently has a share premium account of €24,935,421. This account is a non-distributable reserve under the Companies Act 2006, meaning it cannot, for example, be used to pay dividends or fund market purchases of the Company's own shares.
The Board is proposing to cancel the share premium account in order to create distributable reserves to facilitate market purchases of the Company's own shares (as previously disclosed), as well as for other corporate purposes.
The Capital Reduction will not involve any distribution or return of capital to shareholders and will not reduce the Company's underlying assets. It will not affect the rights attaching to the Ordinary Shares and will not result in any change to the number of Ordinary Shares in issue or their nominal value.
The Capital Reduction requires both shareholder approval (by special resolution) and confirmation by the High Court of England and Wales. Accordingly, if the resolution is passed at the General Meeting, an application will be made to the Court to confirm and approve the Capital Reduction. Subject to shareholder and Court approval, the Capital Reduction is expected to become effective in July 2026.
Voting
Shareholders may vote on the resolution as follows:
- Online via the MUFG Investor Centre at https://uk.investorcentre.mpms.mufg.com/ or via the Investor Centre app
- CREST members should submit their proxy via the CREST system
- Swedish shareholders listed on the Euroclear Sweden sub-register may vote online at https://www.euroclear.com/sweden/generalmeetings/ or by submitting a completed postal voting form to GeneralMeetingService@euroclear.com by 20 May 2026
Proxy votes must be received by no later than 8:30am (UK time) on 21 May 2026.
The Circular, Notice of General Meeting and Postal Voting Form have today been published on the Company's website at www.physitrackgroup.com.