PROGRESSIVE DIGITAL MEDIA GROUP PLC (incorporated and registered in England and Wales with company registration number 3925319)
Meeting 12.00 noon 21 April 2015 NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that the annual general meeting of Progressive Digital Media Group plc (the "Company") will be held at John Carpenter House, John Carpenter Street, London, EC4Y 0AN on 21 April 2015 at 12.00 noon for the following purposes:
Ordinary businessTo consider, and if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1. To receive the directors' report and accounts for the financial year ended 31 December 2014 and the auditors'
report on the accounts.
2. To re-appoint Kelsey van Musschenbroek as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.
3. To re-appoint Michael Danson as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.
4. To re-appoint Simon Pyper as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.
5. To re-appoint Bernard Cragg as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.
6. To re-appoint Peter Harkness as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.
7. To re-appoint Mark Freebairn as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.
8. To re-appoint Grant Thornton UK LLP as the auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
9. To authorise the directors to determine the remuneration of the auditors.
Special businessTo consider, and if thought fit, to pass the following resolutions of which resolution number 10 will be proposed as an ordinary resolution and resolutions numbered 11 and 12 will be proposed as special resolutions:
Ordinary Resolution10. That, in substitution for any equivalent authorities and powers granted to the directors prior to the passing of this resolution, the directors be and they are generally and unconditionally authorised pursuant to Section 551, Companies Act 2006 (the "Act"):
(a) to exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being "relevant securities") up to an aggregate nominal amount
of £18,160.00 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph 10(b) below in excess of £18,160.00); and further
(b) to allot equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount of
£36,320.00 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph 10(a) above) in connection with an offer by way of rights issue:
(i) in favour of holders of ordinary shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of ordinary shares in the capital of the Company held by them; and
(ii) to holders of any other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,
2but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under
the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever,
provided that, unless previously revoked, varied or extended, this authority shall expire on the earlier of the date falling 18 months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company, except that the Company may at any time 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 an offer or agreement as if this authority had not expired.
Special Resolutions11. That the directors be and they are empowered to allot equity securities (as defined in Section 560 of the Act) of the Company wholly for cash pursuant to the authority of the directors under Section 551 of the Act conferred by resolution 10 above and/or by way of a sale of treasury shares, in each case as if Section 561(1) of the Act did not apply to such allotment provided that the power conferred by this resolution shall be limited to:
(a) the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 10, by way of a rights issue only):
(i) in favour of holders of ordinary shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of ordinary shares in the capital of the Company held by them; and
(ii) to holders of any other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under
the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
(b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal value of £5,450.00,
and provided that, unless previously revoked, varied or extended, this authority shall expire on the earlier of the date falling 18 months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company, except that the Company may at any time 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 such an offer or agreement as if this power had not expired.
12. That the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of its ordinary shares of 1/14 pence each ("Ordinary Shares") provided that:
(a) the maximum number of Ordinary Shares authorised to be purchased is 3,813,500; (b) the minimum price which may be paid for any such Ordinary Share is 1/14 pence;
(c) the maximum price which may be paid for an Ordinary Share shall be an amount equal to 105% of the average middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and
3(d) this authority shall, unless previously renewed, revoked or varied, expire on the earlier of the date falling
18 months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company, but the Company may enter into a contract for the purchase of Ordinary Shares before the expiry of this authority which would or might be completed (wholly or partly) after its expiry.
By Order of the Board
Stephen Bradley
Company Secretary
26 March 2015
Registered Office:
John Carpenter House John Carpenter Street London
EC4Y 0AN
4 Notes:
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box on your proxy form. If you sign and return your proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will
need to appoint someone other than the Chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. In the event of a conflict between a blank proxy form and a proxy form which states the number of shares to which it applies, the specific proxy form shall be counted first, regardless of whether it was sent or received before or after the blank proxy form, and any remaining shares in respect of which you are the registered holder will be apportioned to the blank proxy form. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you should contact Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
5. To direct your proxy how to vote on the resolutions mark the appropriate box on your proxy form with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote
will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
6. To appoint a proxy using this form, your proxy form must be:
• completed and signed;
• sent or delivered to Capita Asset Services, PXS,
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU; and
• received by Capita Asset Services no later than 12.00 noon on 17 April 2015.
7. In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the Company or an attorney for the Company.
8. Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form.
9. As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.capitashareportal.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 12.00 noon on 17 April 2015.
10. 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.
11. You may not use any electronic address provided in your proxy form to communicate with the Company for any purposes other than those expressly stated.
12. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held at 12.00 noon on 21 April 2015 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.
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 & Ireland 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, Capita Asset Services (CREST Participant ID: RA10), no later than 48 hours before the time appointed for the 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 & Ireland 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 his 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.
13. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members entered on the register of members of the Company at 6.00 p.m. on 17 April 2015 or, in the event that this meeting is adjourned, in the register of members as at 6.00 p.m. 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
6:00 p.m. on 17 April 2015 or, in the event that this meeting is adjourned, in the register of members after 6:00 p.m. 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.
14. Copies of the directors' service contracts and letters of appointment are available for inspection at the registered office of the Company during normal business hours on any business day and will be available for inspection at the place where the meeting is being held from 15 minutes prior to and during the meeting.
15. Resolutions 2 to 7 - Articles 84 and 85 of the Company's
articles of association require that at the annual general meeting every year the directors retire from office and are eligible for re- appointment.
16. Resolution 10 - Under section 551 of the Companies Act 2006, the directors must not exercise any powers of the Company to allot relevant securities unless authorised to do so by the Company in general meeting. Resolution 10, to be proposed as an ordinary resolution, grants the directors authority to allot relevant securities until the conclusion of the annual general meeting to be held in 2016, unless the authority is renewed or revoked prior to such time. In accordance with institutional shareholder voting guidelines, this authority (save in respect of
a rights issue to existing ordinary shareholders) is limited to the allotment of relevant securities with an aggregate nominal value of £18,160.00 which is equivalent to approximately one-third of the issued ordinary share capital of the Company as at the date of this notice.
17. Resolution 11 - Section 561(1) of the Companies Act 2006 requires that equity securities proposed to be allotted for cash are first offered to existing shareholders in proportion to their existing holdings. These are known as shareholders' pre- emption rights. However, to act in the best interests of the Company the directors may require flexibility to allot shares for cash without regard to the provisions of Section 561(1). Resolution 11 is to be proposed as a special resolution and in accordance with institutional shareholder voting guidelines empowers the directors to allot equity securities up to an aggregate nominal value of £5,450.00, being equal to approximately 10% of the Company's issued ordinary share capital as at the date of this notice, for cash without first offering them to existing shareholders.
18. Resolution 12 - It is customary for public companies to maintain authorities to make limited purchases of their own shares. Resolution 12 will authorise the purchase of up
3,813,500 ordinary shares, representing approximately 5 per cent of the Company's current issued ordinary share capital as at the date of this notice. This renews the Company's existing authority to makes such purchases.
sterling 165144
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