Esken : Notice of Annual General Meeting 2021

Esken plc		1
Notice of Meeting 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you are recommended to seek your own advice immediately from a stockbroker, solicitor, accountant or other professional adviser authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or transferred all of your Ordinary Shares in the Company, please forward this document without delay to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. Such documents should not, however, be forwarded or transmitted in or into any jurisdiction where to do so might constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker bank or other agent through whom the sale or transfer was effected.

This document should be read in conjunction with the application of the definitions set out in Part 2 of this document. The whole of this document should be read and, in particular, your attention is drawn to the letter from the Chairman of the Company set out in Part 1 of this document which contains the recommendation by the Directors to Shareholders to vote in favour of the resolutions to be proposed at the AGM.

Esken Limited

(incorporated under the laws of Guernsey with registered number 39117)

Notice of Annual General Meeting

A Notice convening the AGM of the Company to be held at 10.00 a.m. on 17 August 2021 at Third Floor, 15 Stratford Place, London W1C 1BE is set out in Part 3 of this document.

2	Esken plc
Notice of Meeting 2021

IMPORTANT NOTICE

The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This document has been prepared for the purposes of complying with Guernsey law and the Listing Rules and the applicable rules and the information disclosed may not be the same as that which would have been disclosed

if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of Guernsey. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and publication of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company except where otherwise stated.

FORWARD-LOOKING STATEMENTS

This document contains certain 'forward-looking statements' with respect to certain plans and objectives of the members of the Group. In some cases, these forward-looking statements can be identified by the fact that they do not relate to historical or current facts and by the use of forward-looking terminology, including the terms 'anticipates', 'believes', 'estimates', 'expects', 'intends', 'plans', 'prepares', 'goal', 'target', 'will', 'may', 'should', 'could' or 'would' or, in each case, their negative or other variations or comparable terminology. These statements are based on assumptions and assessments made by the Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Shareholders should specifically consider the factors identified in this document that could cause actual results to differ before making an investment decision. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or the Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. They are also based on numerous assumptions regarding the Company's and/or the Group's present and future business strategies and the environment in which it is believed that the Group will operate in the future. These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. 

Esken Limited

Contents

Expected Timetable of Events

Part 1: Letter from the Executive Chairman of Esken Limited

Part 2: Definitions

Part 3: Notice of AGM

Expected Timetable of Events

Last time and date for receipt of Proxy Forms for the AGM Last time and date for receipt of CREST Proxy Instructions Last time and date for registration in the Register

AGM

Esken plc		3
Notice of Meeting 2021

3

4

7

8

1. a.m. on 13 August 2021

1. a.m. on 13 August 2021 Close of business on 13 August 2021

1. a.m. on 17 August 2021

Notes:

1. References to times are to London times unless otherwise stated.
2. The dates and times given in this document are based on the Company's current expectations and may be subject to change.
3. Any changes to the timetable set out above will be announced via a Regulatory Information Service.

4	Esken plc
Notice of Meeting 2021

PART 1: LETTER FROM THE EXECUTIVE CHAIRMAN OF ESKEN LIMITED

Esken Limited (incorporated under the laws of Guernsey with registered number 39117)

Directors		Registered Office
David Shearer	(Executive Chairman)	2nd Floor, Trafalgar Court
Nick Dilworth	(Chief Operating Officer)	Les Banques
Lewis Girdwood	(Chief Financial Officer)	St Peter Port
Ginny Pulbrook	(Non-Executive Director)	Guernsey
John Coombs	(Non-Executive Director)	GY1 4YL
David Blackwood	(Non-Executive Director)
Clive Condie	(Non-Executive Director)	20 July 2021

Dear Shareholder

Notice of Annual General Meeting

I am pleased to enclose the Notice set out in Part 3 of this document (including the explanatory notes) convening the Annual General Meeting (AGM) of Esken Limited (the Company). The AGM will be held at 10.00 a.m. on 17 August 2021 at Third Floor, 15 Stratford Place, London W1C 1BE where the resolutions set out in the Notice will be proposed and Shareholders' approval sought.

Fundraising plans

On 30th June 2021, we announced our annual results for the year ending 28th February 2021, and referred in that announcement to our plans for a new funding package of £60m gross comprising a new £20m working capital facility to support treasury management and an equity issue of around £40m by way of a documented prospectus offering. Doing this will allow us to refinance fully our existing bank debt, meet certain of our remaining legacy obligations and provide the necessary working capital to underpin our business plan. It is also our intention to actively look to realise residual infrastructure assets with a net book value of £39m at the year end to provide additional resources for investment. These are still our plans and we expect them to proceed towards a planned conclusion in August 2021, alongside consummation of the planned investment in London Southend Airport by Carlyle Global Infrastructure Opportunity Fund, L.P. (Carlyle) by way of a convertible loan. As we said at the time, those transaction will require the approval of shareholders and it is our intention to hold the meeting (the EGM) to approve the resolutions relevant to those matters immediately following the AGM in order that both the business of the AGM and the fundraising initiatives can be concluded with a minimum of inconvenience for shareholders and cost to the Company. As a result, it is possible that we may need to adjourn the AGM if the finalization of plans for the fundraising initiatives does not permit the EGM to be held on 17th August 2021 alongside the AGM. We will, of course, strive to keep you informed as soon as possible should it be our intention to adjourn the AGM on 17th August 2021 to coincide with the date of the EGM. You will be notified of any such proposed change via a Regulatory Information Service and via the Company's website www.esken.com.

Esken plc		5
Notice of Meeting 2021

Business of the AGM

Your attention is drawn to the Notice of AGM set out in Part 3 at the end of this document and the definitions set out in Part 2. You are advised to read the whole of this document, including the explanatory notes to the resolutions, and not rely on the summary information provided above.

There are 15 resolutions which form the business of the AGM. Further information about each resolution can be found in the Explanatory Notes to this document at pages 12 to 15.

Resolutions 1 to 11 are to be proposed as ordinary resolutions and Resolutions 13 to 15 are to be proposed as special resolutions. The ordinary resolutions 1 to 12 will require a simple majority of those voting in person or by proxy (whether on a show of hands or on a poll) in favour of such resolutions. The special resolutions 13 to 15 will require approval by not less than 75 per cent. of those voting in person or by proxy (whether on a show of hands or on a poll) in favour of such resolutions.

Only holders of Ordinary Shares may vote at the AGM.

Coronavirus (COVID-19) measures

The Company is continuing to monitor public health guidance and legislation issued by the UK Government. Considering the continued unpredictability of UK Government guidance due to COVID-19, the AGM will be held in the first instance as a hybrid meeting which will enable Shareholders to participate and attend electronically in the safest manner possible, without leaving their homes and will permit Shareholders to be heard and to vote. We strongly encourage you to make full use of the electronic meeting facilities available to you.

The Board is keen to ensure that Shareholders are able to exercise their right to vote and, accordingly, strongly recommends that Shareholders vote by way of proxy or by way of the electronic meeting facilities. The Board strongly encourages Shareholders to appoint the Chairman of the meeting, rather than any other person, as their proxy to exercise their right to vote at the AGM in accordance with their instructions as you or your proxy may not attend the meeting in person other than by way of the electronic meeting facilities.

For the avoidance of doubt, it will not be possible to attend in person at the AGM unless circumstances change before the date of the AGM other than by way of the electronic meeting facilities.

The health and wellbeing of the Company's employees, Shareholders and the wider communities in which it operates is of paramount importance to the Board and the steps set out in this section are necessary and appropriate ones to take given the current pandemic.

Asking questions at the AGM

The Company recognises the importance of being able to answer Shareholders' questions. Shareholders are invited to email Matthew Joy, Company Secretary ([e-mail]) including their Shareholder Reference Number (shown on their share certificate as Investor Code or IVC), with any questions relating to the business of the AGM which they would like to have considered. The Company requests that questions be submitted by 7 August 2021 at the latest. The Company will attempt to answer as many of Shareholders' questions as it can via the Company's website (www.esken.com) in advance of the AGM. If the Company receives a large number of questions on similar topics, it may group those questions and respond to them generally. Shareholders may also ask questions through the electronic meeting facilities.

Electronic Meeting

Shareholders may attend the meeting electronically by accessing the Lumi AGM website at https://web.lumiagm.com.

Accessing the Lumi website

Lumi can also be accessed online using most well-known internet browsers such as Internet Explorer (not compatible with versions 10 and below), Chrome, Firefox and Safari on a PC, laptop or internet- enabled device such as a tablet or smartphone. If you wish to access the AGM using this method, please go to https://web.lumiagm.com on the day.

Logging in

On accessing the AGM website, you will be asked to enter a Meeting ID, which is 155-493-987. You will then be prompted to enter your unique 11 digit Investor Code (IVC) including any leading zeros, and 'PIN'. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder.

Your IVC can be found on your share certificate, or Signal Shares users (www.signalshares.com) will find this under 'Manage your account' when logged in to the Signal Shares portal. You can also obtain this by contacting Link Group, the Registrar, by calling 0371 664 0321. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.