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Notice of Annual General Meeting

Notice of Annual General Meeting

Notice is hereby given that the thirty-second Annual General Meeting (the “Meeting”) of Wynnstay Group Plc (the “Company”) will be held in the Holiday Inn Telford, Telford International Centre, St. Quentin Gate, Telford TF3 4EH on Thursday 27 March 2025 at 11.45am to transact the business as specified below.

As Ordinary Business: to consider and, if thought fit, pass the following resolutions which will be proposed as Ordinary Resolutions.

  1. To receive and adopt the Company’s annual accounts for the financial year ended 31 October 2024 together with the Directors’ Report and Auditors’ Report on those accounts.
  2. To declare a final dividend of 11.90p per share for the year ended 31 October 2024 payable on 30 April 2025 to shareholders who are on the register of members of the Company at the close of business on 28 March 2025.
  3. To re-elect Steve Ellwood as a director of the company.
  4. To re-elect Steven Esom as a director of the company.
  5. To re-elect Catherine Bradshaw as a director of the company.
  6. To elect Alk Brand as a director of the company.
  7. To re-elect Rob Thomas as a director of the company.
  8. To re-appoint Crowe UK LLP as auditors, to hold office from the conclusion of the Meeting to the conclusion of the next Meeting at which accounts are laid before the Company.
  9. To authorise the Directors or Audit Committee of the Company to set the auditors’ remuneration.
  10. To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy contained within that report) as set out in the Company’s Annual Report and Accounts for the financial year ended 31 October 2024.
  11. To approve the Directors’ Remuneration Policy as set out in the Company’s Annual Report and Accounts for the financial year ended 31 October 2024.

As Special Business

Resolution 12 will be proposed as an Ordinary Resolution and resolutions 13 and 14 will be proposed as Special Resolutions.

Directors' authority to allot shares

12.  The Directors be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot equity securities up to an aggregate nominal amount of £500,000 provided that this authority shall, unless renewed, varied or revoked by the Company in General Meeting, expire on the earlier of the next Annual General Meeting of the Company and 15 months from the date of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired. This authority is in substitution for all previous authorities conferred upon the Directors pursuant to Section 551 of the Companies Act 2006, but without prejudice to the allotment of any relevant securities already made or to be made pursuant to such authorities.

General disapplication of pre-emption rights

13.  That, subject to passing Resolution 12 earlier, the Directors be and they are empowered pursuant to Section 570 of the Act to allot equity securities wholly for cash pursuant to the authority conferred by the previous Resolution as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

  1. in connection with an offer of such securities by way of rights to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
  2. otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of £500,000, and shall expire on the earlier of the next Annual General Meeting of the Company and 15 months from the date of this Resolution save that the Company many, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution has expired.

Directors' authority to purchase shares

14.  That, the Company be and is generally and unconditionally authorised for the purposes of Section 701 of the Act to make one or more market purchases (within the meaning of Section 693 of the Act) on the London Stock Exchange of Ordinary Shares of £0.25 each in the capital of the Company provided that:

  1. the maximum aggregate number of Ordinary Shares authorised to be purchased is 500,000 (representing approximately 2.2% of the Company’s issued ordinary share capital);

     

  2.  the minimum price which may be paid for such shares is £0.25 per share;

     

  3. the maximum price which may be paid for an Ordinary Shares shall not be more than 5% above the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary share is purchased;

     

  4. unless previously renewed, varied or revoked, the authority conferred shall expire at the conclusion of the Company’s next Annual General Meeting or 15 months from the date of passing this Resolution, if earlier; and

     

  5.  the Company may make a contract or contracts to purchase Ordinary Shares under the authority conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

By Order of the Board

Claire Williams
Company Secretary
Wynnstay Group Plc Eagle House
Llansantffraid-ym-Mechain
Powys, SY22 6AQ 10 February 2025

Notes to the Notice of the Annual General Meeting

These notes are important and require your immediate attention.

  1. To attend the Meeting in person, please arrive at the venue for the Meeting between 11.00am and by 11.30am to enable your shareholding to be checked against the register of members of the Company and your attendance recorded. Photographic identification such as a passport or driver’s license will be required in order to vote.
  2. Shareholders are encouraged to email any questions in respect of the Company’s Annual Report and Accounts for the financial year ended 31 October 2024 or the Meeting to shareholder_communications@wynnstay.co.uk in advance of the Meeting. Responses to questions will be provided as soon as reasonably possible following receipt.
  3. A shareholder entitled to vote at the Meeting is entitled to appoint another person of his/her choice as that shareholders’ proxy to exercise all or any of that shareholder’s rights to attend, speak and vote at the Meeting on his/her behalf. 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 that shareholder. A proxy need not be a shareholder of the Company. Unless otherwise indicated on the form of proxy, CREST or any other electronic voting instruction, the proxy will vote as they think fit, or at their discretion, withhold from voting.
  4. A proxy or proxies can be appointed by:
    1. Submitting a vote electronically at www.sharegateway.co.uk (please refer paragraph 6 below).
    2. CREST members using the CREST electronic proxy appointment service (please refer to paragraph 7 below); or
    3. Completing and returning a paper form of proxy (which is enclosed with the document of which this Notice forms part). To appoint more than one proxy, the form of proxy should be photocopied and all completed forms returned together to Neville Registrars in accordance with the instructions in paragraph 5 below.
  5. If a paper form of proxy is used to appoint a proxy or proxies, the form of proxy must be completed, signed and returned, together with any power of attorney or any other authority under which it is signed, or a notarially certified copy of such authority, to the Company’s registrars, Neville Registrars, Neville House, Steelpark Road, Halesowen B62 8HD, so that it is received no later than 11.45am on Tuesday 25 March 2025. In the event of a conflict between a blank paper form of proxy and a form of proxy which states the number of shares to which it applies, the specific form of proxy shall be counted first, regardless of whether it was sent or received before or after the blank form of proxy, and any remaining shares in respect of which you are the registered holder will be apportioned to the blank form of proxy.
  6. You can submit your proxy electronically at www.sharegateway.co.uk . Shareholders will need to use their personal proxy registration code which is printed on their Form of Proxy to facilitate this. Electronic proxy appointments must be received not later than 11.45am on Tuesday 25 March 2025.
  7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting to be held at 11.45am on Tuesday 25 March 2025 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf.

     

    1. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (‘a CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company’s agent, Neville Registrars (CREST Participant ID: 7RA11), no later than 48 hours before the time appointed for the Meeting (or, in the event that the Meeting is adjourned, no later than 48 hours before the time appointed for the adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

      CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. 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, to procure that their CREST sponsor or voting service provider takes) 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 sponsor or voting service provider 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.

  8. If you wish to change your proxy instructions, you should submit a new proxy appointment using the methods detailed above. Your attention is particularly drawn to the deadline for receipt of proxy appointments (as detailed in paragraphs 5, 6 and 7 above) as these are applicable to amended proxy instructions. In the event that more than one valid proxy appointment is received for the same share or shares, the appointment received last before the deadline for receipt of proxy appointments will take precedence.

     

  9. Only those shareholders entered on the register of members of the Company at the close of business on Tuesday 25 March 2025 or, in the event that the Meeting is adjourned, on the register of members as at the close of business on the day two days before the date of any adjourned meeting, shall be entitled to attend and vote at the Meeting in respect of the number of ordinary shares registered in their names at that time. Changes to the entries on the register of members after the close of business on Tuesday 25 March 2025 or, in the event that the Meeting is adjourned, on the register of members after the close of business on the day two days before the date of the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the Meeting.

     

  10. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares.

     

  11. Copies of the following documents will be available for inspection at the Company’s registered office during normal working hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the date of the Meeting and at the place of the Meeting for 15 minutes prior to and during the Meeting:

     

    1. copies of all service agreements or letters of appointment under which the Directors of the Company are employed by the Company.

       

  12. Addresses (including electronic addresses) in this document are included strictly for the purposes specified and not for any other

    purpose.

     

  13. Except as provided above, members who have general queries about the Meeting should use the following means of communication (no other methods of communication will be accepted):

     

    1. emailing at shareholder_communications@wynnstay.co.uk or calling Neville Registrars on +44 (0)121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00am and 5.00pm (UK time) Monday to Friday excluding public holidays in England and Wales.

Ordinary Business

Each resolution will be proposed as an Ordinary Resolution. This means that, for each of the resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

The Ordinary Resolutions are routine and deal with the presentation of the Annual Report and Accounts for the financial year ended 31 October 2024, the declaration of a final dividend, the reappointment of Steve Ellwood, Steven Esom, Catherine Bradshaw, Rob Thomas and the election of Alk Brand as Directors of the Company, and the reappointment of Crowe LLP as auditors as well as the authorisation of the Directors or Audit Committee to set the auditors’ remuneration and the approval of the Directors’ Remuneration Report (excluding the Directors’ remuneration policy contained within that report) and, by separate vote, the approval of the Directors’ remuneration policy. The votes in respect of Resolutions 10 and 11 will be ‘advisory’ only, which means that they are not binding on the Company, and the Directors’ entitlement to remuneration is not conditional on their approval. Resolution 12 deals with Director approval to allot shares in the Company. As the authority expires at the conclusion of the forthcoming Meeting, the Board recommends that this authority be renewed.

Biographical details of the Directors standing for election can be found here.

Ordinary Business

In order for a Special Resolution to be passed, at least three-quarters of the votes cast must be in favour.

Resolution 13 - General disapplication of pre-emption rights

Seeks to renew the authority conferred on the Directors at last year’s Meeting to issue equity securities of the Company for cash without application of the pre-emption rights provided by Section 561 of the Act. The authority being sought is in substitution for all existing authorities, granted in the Company’s Articles of Association or otherwise, and without prejudice to previous allotments made under such authorities, and will expire 15 months after the date of the Meeting or, if earlier, at the conclusion of the next Meeting of the Company.

Resolutions 12 and 13 limit the requested authority to the stated maximum as an added shareholder protection. The Directors have no present intention of exercising authorities in resolutions 12 and 13 but believe that it is in the best interests of the Company to have the authorities available so that the Board has the flexibility to take advantage of business opportunities as they arise.

Resolution 14 - Directors’ authority to purchase shares

Special resolution 14 is put forward to give the directors the ability to buy back and cancel existing shares if they feel that such action would benefit all remaining shareholders and are normal practise for a company of this size, and are routinely put to shareholders.