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Notice of Annual General Meeting 2019

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at the offices of National Milk Laboratories Limited, Laches Close, Calibre Business Park, Four Ashes, Wolverhampton, WV10 7DZ at 11:30 a.m. on Tuesday 5 November 2019, in order to consider and, if thought fit, pass the following resolutions:

Ordinary Resolutions
  1. To re-elect as a Director, Mr. Mark Butcher, who is retiring in accordance with Article 27.2 (b) of the Company’s Articles of Association and who, being eligible is offering himself for re-election.
  2. To re-elect as a Director, Mr. Trevor Lloyd, who is retiring in accordance with Article 27.2 (c) of the Company’s Articles of Association and who, being eligible is offering himself for re-election.
  3. To receive, consider and adopt the Directors’ report and accounts of the Company for the period ended 30 June 2019, together with the reports of the Directors and the auditors thereon.
  4. To re-appoint Deloitte LLP as auditors and to authorise the Directors to determine their remuneration.
  5. To declare a final dividend of 1.25 pence per Ordinary Share in respect of the financial year ended 30 June 2019 to be paid on 21 November 2019 to the holders of ordinary shares who are shown on the register of members at the close of business on 18 October 2019.
  6. That the directors be generally and unconditionally authorised to allot Relevant Securities (as defined in the notes to this Notice):
(a) comprising equity securities (as defined by section 560 of the Act) of ordinary shares of 0.25p each in the capital of the Company (“Ordinary Shares”) up to an aggregate nominal amount of £35,400 (such amount to be reduced by the nominal amount of any Relevant Securities allotted under paragraph 6(b) below) in connection with an offer by way of a rights issue:
(i) to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) to holders of 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 in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

(b) in any other case, up to an aggregate nominal amount of £17,700 (such amount to be reduced by the nominal amount of any equity securities allotted under paragraph 6(a) above in excess of £17,700),

provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date which is 12months after the date on which this resolution is passed or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted 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 resolution revokes and replaces all unexercised authorities previously granted to the directors to allot Relevant Securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

Special Resolution
7. That, subject to the passing of resolution 6, the directors be and are hereby empowered, pursuant to section 570 of the Act, to allot:
(a) equity securities (as defined by section 560 of the Act) of ordinary shares of 0.25p each in the capital of the Company (“Ordinary Shares”) for cash, either pursuant to the authority conferred by resolution 6 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities pursuant to an offer or issue by way of rights, open offer or other pre-emptive offer:
(i) to the holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) to holders of 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 in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
(b) the allotment (otherwise than pursuant to paragraph 7(a) above) of equity securities up to an aggregate nominal amount of £5,310.

The power granted by this resolution will expire on the date which is 12 months after the date on which this resolution is passed or, if earlier, the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would ormight 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.

This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.
BY ORDER OF THE BOARD